More Than Meets The Eye
by The Writer with No Name
Summary: Peter Parker had thought that things would be looking up a bit after getting a new car...but his luck strikes again, as some old friends return to Earth. SpiderManTransformers crossover, combining G1 and movie. Rated T to be safe, for now.
1. Chapter 1

Disclaimer: Spider-Man and all Marvel characters are property of Marvel Comics. All Transformers characters are property of Hasbro. I am not making money from this; this story was written solely for my own enjoyment.

Note: This story was written to follow "Optimal Advice." You will likely enjoy it more if you read "Optimal Advice" first, but I'll try not to make it completely necessary. Enjoy!

PROLOGUE: FIRE IN THE SKY

_"Our world...our once proud people...were torn apart by war; by a conflict that raged through unending aeons, spreading like a wildfire across the cosmos, involving countless peoples, innocent of our battle...but none more so than the people of Earth. Despite our best efforts, our conflict became theirs; in time, and with the help of our new allies, we managed to drive our enemies from their world, and I had hoped that our war would never plague them again...but perhaps that hope was foolish...for the AllSpark has a will of its own, and none may comprehend it. This world was never truly ready for our war...but still, we have come. Perhaps it is fitting that, after we irreparably altered their lives, our fate should lie in their hands..." – Optimus Prime, Autobot Supreme Commander. _

_North Pole, 1887_

_The Arctic wind was unnaturally fierce as the H.M.S. Valiant pulled ashore on the polar ice. Within minutes, the crew of the proud ship had secured it safely, before disembarking onto the snowy landscape. "Captain, sir!" one crewman called out. "The Valiant is safely moored, but I would advise against staying for very long; if these winds pick up, they could very well tear the ship apart!"_

_Captain Lord Leopold Watson promptly disembarked from the Valiant, his slightly portly frame thoroughly covered with thick, insulating winter clothing, his short, thinning red hair, the same color as his moustache, covered by a wool cap, his green eyes bright behind his spectacles. "Well, then, lads, we'd best be quick with this little excursion!" he exclaimed. "One brief look about this place, and it's back to jolly old England!" At that, the entire crew cheered, before Leopold started to walk further onto the frozen wastes, accompanied by a few crewmen._

_Leopold hadn't intended for this little chilly jaunt; the Valiant had just been finishing its latest voyage of discovery, with the intent of heading straight home to Britain. Leopold was one of the British Empire's greatest explorers, but he knew that he was getting on in years; after returning home, he had planned to announce his retirement._

_But then he had seen a massive stream of fire blaze across the sky, heading into the North Pole. It had taken a week and a half to track it, but this was something that Leopold could not ignore; whatever it had been, that fire in the sky merited looking into._

_After trekking across the polar ice for a few minutes, Leopold kept scanning the horizon...before he stopped dead in his tracks, as he saw enormous chunks of metal dotting the ice ahead of them. Looking further ahead, Leopold saw even __**more**__ metal chunks, with strange symbols etched into them; unintelligible symbols that Leopold could make neither hide nor hair of. "My God..." he murmured to himself. "Something...__**crashed**__ here..."_

_Leopold turned to his crew. "Based on our calculations, how close are we to the impact site?"_

_"Well, Milord," one crew man said, "based on how swiftly the object was traveling, and the angle at which it was moving...we should be right on top of it..."_

_Leopold looked around. "Whatever it was, it must have either shattered into pieces...or melted the ice, sinking into this glacier." he thought aloud, taking a few steps. "But the ice wouldn't have had time to freeze completely, even after a week..."_

_But then, a massive cracking sound echoed from under Leopold's feet, as the ice gave way under him, sending Leopold plummeting deep into the frozen depths._

_Miraculously, Leopold landed safely within a frozen cave, shaken, but otherwise unhurt. 'Well, Leopold old boy, I suppose that's __**one**__ question answered.' he thought._

_"Lord Watson, sir! Are you all right?!"_

_"Don't worry, lads! I'm fine!" Leopold called back up to his crewmen._

_"Hang on, Milord! We're sending James down after you!"_

_"Good show, lads! Be careful; it's quite a steep drop!" Leopold called back. "I'll just have a quick look about, in the meantime!" With that, Leopold turned towards the cave. "Well, Leopold, old boy," he said to himself, "tallyho!" With those words, Leopold headed further into the cave._

_As he headed further in, Leopold saw still more chunks of metal embedded in the walls of ice around him. A few minutes later, the cave opened into a much larger cavern...where Leopold took in a sight that made his blood run colder than the ice he stood upon._

_There, reaching out of the icy floor...was a huge, metal hand, large enough to pick up a man, as if he were no more than a fly...and __**squash**__ him._

_Fighting the rising tide of horror, Leopold followed the hand back to the start of a metal wrist...before following that through the ice...to a massive shoulder buried in the wall ahead of him...and within that wall, Leopold thought he could make out the silhouette of a head._

_Suppressing his horror, driven by curiosity, Leopold walked towards the wall, drawing his ice-pick, and started to chip at the ice; one way or another, he had to know..._

_After a few chips' worth, part of the frozen wall fell away...revealing a metal face. Leopold drew back in utter horror at the sight. It was not the face itself that frightened him; the face was not menacing, or threatening – it was remarkably human-like, with eyes, a mouth, and even a metal beard._

_Truth be told, it reminded Leopold of his own face, to an extent._

_But what terrified Leopold was the fact that there was a single point of blue light in the very center of this metal creature's eyes._

_It was LOOKING at him!!_

_Suddenly, the light widened, so that both of the creature's eyes were glowing bright blue. Then, before Leopold could even scream, an invisible force knocked him back, sending him sprawling, his glasses clattering to the ground. Looking up, Leopold was struck speechless, as a beam of light shone from the metal entity's eyes, engulfing his glasses, and lifting them up to its eye-level...where a needle-thin blue beam passed over the lenses with remarkable speed, leaving tiny, unknown glyphs etched in the glass...and then, the beam vanished, as the glasses clattered to the floor, the creature's eyes going completely dark._

_Slowly, Leopold inched closer to his spectacles, and pocked them up; they weren't even warm. Looking closely, he could see the tiny, unintelligible symbols, identical to the ones etched in the metal, within the glass itself, without so much as leaving a crack in the glass._

_Had this...metal giant been trying to communicate..?_

_"Lord Watson! Where are you, sir?"_

_Quickly, Leopold stuffed his glasses into his pocket, and hurried back to where he'd landed, where Crewman James was waiting for him, with a rope for Leopold to be lifted out upon, an identical rope affixed to James' belt. "Did you find anything, sir?" James inquired._

_Leopold froze for a moment, as he considered telling James...and then decided against it. "No, lad; just a lot of ice." he answered. He felt bad about not telling his crew what he'd found...but the notion of a metal giant, buried within the ice..._

_...if he'd told anyone, they would have undoubtedly called him mad._

_With that, Leopold affixed the free rope to his belt, and gave a tug, signaling the crew to start hoisting them up. Leopold spared one last look to the frozen cavern...and then turned his gaze upward, to the surface, his thoughts returning to the trip home, to Britain, after this one last adventure..._

_Midtown High, Queens, New York, October 26, 2007_

As the final bell sounded through Midtown High School, a seemingly endless wave of students poured into the hallways, eager to be free of classes, and to enjoy the perfect fall day. While other students rushed past him, 16-year-old Peter Parker, in his regular jeans and white t-shirt, rummaged through his locker, gathering his things to head home...before he would head out to do some web-slinging, naturally.

He'd finally managed to get back into the "groove" – assuming such a thing was possible, in his situation – of balancing school life, work at the Daily Bugle newspaper, and being the masked crime-fighter known as Spider-Man. A few weeks ago, he'd had to deal with numerous clones of himself, complete with spider-powers, developed by Nick Fury and S.H.I.E.L.D., in case he went postal, which had _seriously_ mucked things up for him...but now, after a few weeks to recoup – and a brief talk with a certain statue – he was finally feeling better.

"Hey, Tiger."

Peter automatically smiled as his girlfriend, 16-year-old Mary-Jane Watson, looking fetching, as always, in her blue tank-top and navy skirt, walked over. "Hey, MJ." Peter greeted. "How was your History presentation?"

"Better than expected." Mary-Jane replied. "I was kinda expecting people to laugh, but the class actually thought that my Great-Great-Grandpa Leopold was pretty interesting."

"Hey, the guy was a British explorer, MJ. You've got nothing to be ashamed about." Peter replied.

Mary-Jane smiled, her emerald eyes shining as she flipped a ruby tendril of her hair out of her eyes. "Thanks, Peter." she cooed. "So, off to 'work'?"

Peter chuckled. "Yeah, pretty much." he replied. "How about you?"

"Oh, Kitty and I were going to just hit the mall for a bit." MJ replied. "But...after you got back, do you think we could...catch a movie?"

Peter grinned; after the past few weeks, he and his ex had managed to patch up their friendship. He and Kitty were now good friends, plus, MJ and the former X-Man were on speaking terms, as well. "Well, this Math homework doesn't seem too tough; I think I can squeeze you in."

"Good to hear." Mary-Jane cooed. "Hey, any leads on these 'Ghost Cars'?"

Peter blinked. "These _what??_"

"You know, the driver-less vehicles that have been seen throughout the city, doing good deeds?" MJ asked. "Someone saw one of them, last night; this old lady was heading home with her groceries through a bad neighborhood, and this truck stopped to drive her home. When she got home, she turned to thank the driver...but _there was no-one in the driver's seat._ Then, the truck just drove off!"

Peter looked concerned. "Sounds spooky." he said. "I'll look into it." With that, Peter and Mary-Jane headed out of the school, walking back to their neighborhood.

They were about half-way there when Peter felt it: a slight buzz from his spider-sense, which always warned him of danger...but this wasn't one of the alarming tingles, which told him to duck to avoid an attack, or where a crime was going to occur.

This tingle felt like it was trying to tell him that there was something he _had_ to see...and it was _right behind him..!_

Quickly, Peter whirled around...and saw nothing. The street was empty; no-one was there. Peter started to turn back...but then, he saw a flash of yellow-painted chrome, peering out from a nearby alley...

"Peter?" MJ asked. "Are you okay?"

Peter turned to his girlfriend...and then glanced back towards the alley.

Whatever that had been, it was gone.

Peter lightly smiled. "I'm fine, MJ." he said. "Just a false alarm."

Mary-Jane wasn't buying it. "Peter..?"

Peter sighed. "Okay." he relented. "I just...had another sense-flash, that's all."

MJ's eyes widened. "_Another_ one?"

Peter nodded; these past two weeks, he'd been having brief flashes from his spider-sense, just like he'd had just then, telling him that something was near – it wasn't a bad sense, but it was _there_...and then, it would vanish. "I _saw_ something, this time, Mary-Jane...but it's gone, now."

MJ looked stricken. "Peter...can your spider-sense be affected by stress?"

Peter grimaced; that was a _distinct_ possibility, too – Reed Richards of the Fantastic Four – during one of his earlier medical examinations after the 'clone incident' – had suggested it. "Maybe." he sighed. "Maybe I _am_ going nuts..."

At that, Mary-Jane gave him a sweet kiss on the cheek. "Tiger, you are the most sane person I have ever met." she cooed. "You've gone through so much, and you still try to help people, every day; you're _amazing._"

Peter smiled, and looped a loving arm around his girlfriend's shoulders. "Have I told you how much I love you, lately?"

MJ smiled. "Not _lately..._" she teased.

Grinning, Peter leaned in and kissed her. "Well, I _do_." he said softly. "If I hadn't had you in my life, I _would_ have gone bonkers, by now."

Mary-Jane smiled. "Glad to hear I'm _some_ help." she cooed. With that, the two of them continued on their way.

As the young couple walked away, an engine revved from the nearby alley, as a 1975 Chevrolet Camaro emerged from the other side of the alley, onto a parallel road, its yellow, black-striped paint job lightly coated with dust, its rear bumper dented as it drove along, heading away from Peter and Mary-Jane, driving at the speed limit, so as not to draw police attention...

...because, if a police officer had stopped the Camaro, he would have found that the vehicle had no driver behind its tinted windows.

"_Bumblebee, this is Prime. What's your status?_"

As the commanding voice came in over the Camaro's radio, the Autobot known as Bumblebee promptly answered his commander. "Bumblebee here, Prime. The Parker kid almost spotted me, again; _Primus_, it's like he's got optics in the back of his _head!_"

"_Well, Bumblebee, we may not be able to stay dark for much longer. I've just gotten word from the Aeon; Prowl reports that, based on his last known trajectory, Megatron will reach Earth within the next few micro-cycles._"

'_Slag._' Bumblebee thought. "And we _still_ can't track him?"

"_Negative; the stealth technology that the Decepticons took from Glyptal IV is far too effective. Wheeljack is still working on piercing the cloaking-field._"

Bumblebee muttered to himself. Recently, the Autobot fleet had laid siege to the Decepticon-controlled planet of Glyptal IV, in the Entari System, and had managed to liberate it...but not before the 'Cons had swiped the cloaking tech that the Glyptallians had been developing. "There's _more_, isn't there, Prime?"

"_Our sensors have also detected six other Decepticons launching from Ryshia III._" Optimus said. "_Unfortunately, they also must have possessed cloaking devices; we lost track of them shortly after launch. Their trajectory and last known velocity shows them reaching Earth within two kilo-cycles._"

'_**Double**__ slag._' Bumblebee thought; Decepticon reinforcements would land on Earth within two Earth-weeks, or less...to say _nothing_ of what Megs _alone_ could do.

"_Bumblebee, it is imperative that you keep an optic on Peter, without breaking your cover; if Megatron lands, and discovers our surveillance of him, it could jeopardize his safety. With any luck, we can find a lead on the location of the AllSpark before the Decepticons arrive; otherwise, we will have to make contact with Peter – his knowledge of the city, coupled with his contacts among the Earth super-human community will be invaluable._"

It still amazed Bumblebee, how much Earth had changed since they had been here. '_We're not even gone a vorun, and the whole place goes on the fritz._' "Has 'jack made any progress on those holo-imagers, Prime? Ironhide got spotted, again, last night!"

"_You know how much power it takes to run a holographic image-generator to continually generate the image of a driver, Bumblebee. Wheeljack is still working on it, so that we can assist the humans without being spotted; until then, we'll just have to be careful. My order stands._"

"I know, Prime; believe me, I don't mind helping them...but with humans being all paranoid, I'm not too anxious to get hauled off to a scrap-yard."

"_We'll have to make contact with humanity soon, Bumblebee, and once we do, we have to show them we mean no harm._" Optimus said.

"Understood, sir." Bumblebee answered. "I'll continue surveillance on Peter."

"_Understood. Prime out._" With that, the radio went silent, as the Camaro went on its way, unnoticed by the people on the sidewalk.

_Latverian airspace, Europe_

High above the European nation of Latveria, night had darkened the skies, with only silence filling the air. Unlike the planet far below, the skies were peaceful...

Suddenly, a roaring shattered the silence, as an unknown shape soared into the atmosphere, slowly starting to glow red from the heat of re-entry. Only the searing heat gave the object shape; whatever it was that set the sky ablaze, its true form remained hidden, from both the naked eye, and from radar, and all other forms of detection.

But its appearance did not go unnoticed.

Far below, within the mighty Castle Doom, upon the cliff overlooking Doomstadt, the capital of the country, the master of the Castle stood in his private laboratory, watching the passing of the fiery object from his view-screen, his green, hooded, white-fur-lined cloak over his living-metal frame, his yellow eyes narrowed in both concern and curiosity.

"L-Lord Doom?"

Victor von Doom, the ruler of Latveria, turned to half-glance towards the captain of his personal guard. The captain gulped, and continued. "We...we have spotted an object re-entering the atmosphere above Latveria, my Lord." he stammered.

"_I am aware of this, Captain._" Doctor Doom replied, mildly cross.

"Of-of course, my Lord!" the captain exclaimed, bowing. "Do you wish me to dispatch a team to investigate its landing?"

"_That is not necessary, Captain._"

The captain looked confused. "My Lord?"

"_I have studied this object's trajectory._" Doom said. "_Whatever it is, it is heading here._"

The captain gasped. "M-My Lord, w-we must evacuate..!"

"_Doom runs from nothing, Captain._" Doom said sternly, as he turned to leave his laboratory. "_You are dismissed._" Though his expression was one of utter terror, the captain bowed to his master, before leaving.

His minion dismissed, Doom walked out of the laboratory, his mind deep in thought. The object was decelerating at a higher rate than air friction could account for; it was _slowing down_...

By then, Doom had emerged onto the balcony of his home, staring out over his country. Far in the distance, he could see the flaming red light of the object as it approached the surface of the earth...before it _turned_, pulling up, and shrugging off the heat of re-entry, the red light fading, vanishing from sight. Doom quickly factored in its velocity, calculating how quickly it would reach the Castle...and calmly folded his arms, waiting.

The roaring of the object rapidly grew louder as it approached; whatever it was, it was _huge..._

Doom held his ground. He had long mastered the mystic arts, and his scientific genius was unparalleled; this unknown threat did not frighten him.

The unseen object rapidly closed on Castle Doom...and then stopped, hovering but a few inches from Doom's metal face.

"_I know you are there._" Doom said calmly. "_I suggest you cease this charade of invisibility and show yourself._"

For a moment, there was no reply...and then, like a sailing ship emerging from the fog, the alien craft appeared out of thin air. The craft _almost_ resembled a fighter-jet...but its design betrayed the fact that no human mind had crafted it. Its nose-cone was much thinner than any human-designed aircraft, with two pods – almost resembling small _arms_ – extending ahead of the nose-cone. Its wings were curved on both sides, fore and aft, and with no tail-fins jutting up near its thrusters.

Doom took in the aircraft...and then stopped as he spotted a symbol upon the craft's silvery-metal hull...a dark violet symbol, resembling a robotic face, harsh and angular, seeming to glare out at him...

Suddenly, the craft began to _transform_; the sound of metal and machinery shifting filled Doom's ears, as the wings retracted, embracing and folding into the craft's main fuselage, the craft itself folding in half, as other components unfolded from within the aircraft, taking an unmistakable shape...

...and then, the change was complete. Where there once had been an alien craft, now stood a massive, humanoid robotic entity, towering over thirty feet tall, all silver metal, its legs twice as thick as Doom's entire body, easily capable of squashing a man like an _insect_. Its arms were equally powerful, ending in hands tipped with deadly metal claws. Its torso was titanic, made of the same silver metal armor as the rest of its body, with the same violet crest in the center, and its head resembled some kind of helm, with a metallic crest upon the forehead...and a mechanical face, resembling that of a human's, with a mouth, lined with razor-sharp metal teeth, an aquiline nose...and two glowing-red, malevolent optics.

Doom met the metal goliath's baleful gaze, his mind running through historical records, of two decades ago, when the entire planet had been embroiled in a war...

"_It has been quite some time since any Transformer has set foot upon this world._" Doom said calmly.

The giant made no response.

Doom was not shaken by the machine's silence. "_You appear different from your description in historical records._" he commented; he knew for certain that this was a Decepticon, and he had an idea of its identity, but he needed to be sure...

The machine's almost-handsome, yet fearsome visage twisted in a smirk. "_Unlike your kind, organic, we can upgrade as we choose._"

The harsh voice confirmed Doom's suspicion. "_No doubt._" he replied. "_But if you have come to resume your invasion of this world, I assure you that my nation will not bow to you._"

The Decepticon laughed. "_Bold words, von Doom, yet hostilities need not arise between my forces and yours._"

Doom folded his arms. "_And why is that?_"

The massive Transformer known and feared throughout the cosmos as Megatron smiled – a truly terrifying sight. "_Because, Victor von Doom,_" he said, "_I have a proposition for you..._"

_Coming Soon:_

_The first purchase of a car._

_A memorable moment in any young man's life, including our favorite web-slinger…_

_…even though his new set of wheels may have a few…quirks._

_But that will be the least of our hero's problems…as some old friends – and foes – decide to, LITERALLY, drop in._

_Be there when it all comes crashing down, in "Meteors and Motors," coming to your computer soon…_


	2. Meteors and Motors

CHAPTER ONE: METEORS AND MOTORS

_"I'm a patriot. I love my country, plain and simple. A lot of people might not like some of the things I and those under my command have to do to protect this country, but if I let myself worry about that, I'd be in the wrong line of work. Granted, we're not perfect; we make mistakes from time to time – take the incident with Spider-Man, a few months back. My organization and I need to be ready for anything...but I honestly never thought we'd have to worry about __**this**__..." – Brg. Gen. Nicholas "Nick" Fury, Director of S.H.I.E.L.D._

_Baxter Building, New York City, November 9, 2007_

Night had long fallen over New York City, blanketing the bustling metropolis in cool darkness, as its inhabitants settled in for the night.

_Most_ of them, anyway.

In the high-tech Baxter Building, the headquarters of the team of super-humans known as the Fantastic Four, 26-year-old Dr. Reed "Mr. Fantastic" Richards was still hard at work in his lab, his brown eyes strained with mild weariness but still bright with enthusiasm, as his genius mind kept up its mile-a-minute pace. The country's youngest multiple-doctorate graduate couldn't sleep, not when these latest ideas were still fresh in his mind...

"Reed, are you _still_ up?"

Turning, Reed automatically smiled as his beloved fiancee, Dr. Susan "Invisible Woman" Storm, 25, walked into the lab, clad in her uniform, a blue bodysuit with the number 4 emblazoned on the front – the same uniform that Reed was wearing, now...although it looked _much_ better on her slender frame, Reed knew for a fact. "Hey, Sue." Reed greeted.

Sue smiled back, her sapphire eyes shining as she brushed a lock of her golden hair out of her eyes. "How long have you been running these experiments?" she chided.

"Well, let's see..." Reed answered, checking his clock. "I started this afternoon, so...oh, boy."

"_Exactly._" Sue replied. "You've been stuck in here for close to _twelve_ hours, Reed! If you stay in here, you'll turn into a _zombie!_" Then, she paused. "Sorry. Bad choice of words." she added, recalling the incident where they had encountered zombie-versions of themselves.

Reed smiled wearily. "Okay, Sue. I suppose I _could_ take a few hours' rest."

Sue smiled. "_Thank_ you." she cooed. "Your experiments will still be here in the morning."

Reed's smile grew as he stood up. No matter how absent-minded he could get, he would _never_ forget how deliriously happy Susan made him. She was _just_ as brilliant as he was, with a calm nature, and a positively _delightful_ sense of humor...to say _nothing_ of how beautiful she was; she was the only woman on the planet who could have just as easily been a supermodel as well as a Harvard grad.

He _still_ didn't know what a somewhat-lanky egghead like him had done to deserve her, but he wasn't complaining.

Smiling, Reed embraced her, leaning down to touch his nose to hers. "I guess a few hours' sleep won't kill me."

Sue giggled. "Silly." she teased. "Who said _anything_ about _sleeping?_"

Reed _swore_ he could feel his heart _stop_. '_Mental note: __**always**__ listen to Susan..._'

Suddenly, an alarm started to blare throughout the lab, emanating from a nearby computer console. Reed's mind instantly kicked back on, as he stretched like a piece of taffy towards the console, checking the alarm. His eyes widened in alarm. "Susan...our sensors are reading _something_ re-entering Earth's atmosphere."

Susan's eyes went wide. "_What?!_" she exclaimed, hurrying over to the console. "Why didn't our sensors pick this up _before_ now?"

"They _still_ can't, Sue; all we're getting are the thermal signatures from this object – it's _completely_ invisible to radar." Reed said. Then, the alarm blared again. "There are _more_ of these things!" Reed exclaimed, as he looked at the computer readouts. "There has to be at least _six_ of them!"

Just then, another screen switched on, showing Brigadier General Nick Fury, the Director of S.H.I.E.L.D. Fury was a tall, well-built African-American man, in his late thirties, his head bald, and a thin beard around his face, with a black eye-patch over his left eye, his right eye a dark brown, and he was clad in his usual black pants and black jacket. "_Richards, what the hell is going on? Our satellites are tracking six unidentified heat signatures in re-entry, and we can't get a radar-lock on __**any**__ of them!_"

"I know, General; we can't lock onto them, either!" Reed exclaimed. "Based on the trajectories of these heat-signatures, most of them are going to touch down in the New York area, except for one of them – that one looks like it's heading for the Middle East...near the SOCCENT air base in Qatar. Regardless, whatever these things are, they don't appear to be large enough to cause any significant damage."

Fury seemed to calm at that revelation...but not much. "_I'll send some of the Ultimates to check out the landing near the base._" he said. "_I want you and your team to assist S.H.I.E.L.D. personnel in analyzing these...things, as well as damage control._"

"Understood, General. We'll do what we can." Reed replied. With that, the screen went dark, as General Fury ended the call.

Sue sighed. "Ben and Johnny aren't going to be happy about being woken up."

"Well, Sue, they'll just have to lump it; people need our help." Reed said. Sue nodded, as she hurried off to wake her brother and Ben. Reed started to follow her, but not before sparing one last glance to the computer console.

Whatever these objects were...they appeared to be _slowing down..._

The streets of New York City were unusually quiet, save for the sounds of the light night-traffic. Not a soul was stirring, tonight; the streets were completely empty...

...making them _perfect_ for street-racing.

Engines roared as a brand new, red Corvette bombed down the road, followed closely by a black Jaguar, their owners' shouts of exhilaration rivaling the sounds of their vehicles. The driver of the Corvette smirked with triumph as he neared the end of the block...

...and then he screamed in horror, as a flaming red light illuminated the streets from above...seconds before _something_ crashed into the road, cratering it and causing both vehicles to spin out of control, stopping at the rim of the massive crater in the street, with shattered apartment buildings on either side of the crater.

Slowly, both joy-riders emerged from their vehicles, walking up to the rim of the crater...before they peered inside...

Suddenly, a narrow energy-beam lanced out of the crater, sweeping over the two teens, without harming them even slightly...but it was _more_ than enough to terrify the youths into fleeing for their lives, screaming in fright.

The simple scanning beam silently swept over the wrecked area, ignoring the bio-signs of the organic life-forms nearby...and coming to rest on the two abandoned vehicles. The beam scanned the Jaguar...and then ignored it, coming to rest over the Corvette.

The simple scan-beam was replaced by a more advanced transcan beam, scanning the vehicle deeply, analyzing the vehicle down to the simplest of components...before the beam retracted, satisfied.

The sound of scrabbling metal feet echoed from the crater, as though several smaller forms were moving clear of a larger one...and then, the tell-tale sound of metal components shifting and rearranging replaced it, followed by more metal feet scrabbling...before car doors opened and closed...

...and then, _another_ Corvette, identical in both make and model to the first, drove out of the crater, racing off before any nosy organics could spot it. _This_ Corvette, however, differed from others in three ways: it had two large speakers custom-built into its trunk; emblazoned upon its black hood was a dark purple face-crest, glaring out menacingly at all it saw...

...and, looming out from its rear windshield...were three small pairs of glowing red optics.

The blaring sirens were like a beacon for Spider-Man as he swung through the city towards the site of the explosion, landing on a rooftop overlooking the site.

It was worse than he'd thought; that explosion had decimated half of an entire city block, collapsing most of the nearby apartment buildings. '_God..._' Spider-Man thought, '_what happened here..?_'

"Figured you'd be here, kid."

Underneath his mask, Spider-Man frowned as he turned to see Nick Fury, standing behind him. "I had _nothing_ to do with this, Fury." he snapped. He hadn't even been in this area, all night; he'd stopped a bank robbery across town, and had just finished busting up a bunch of meth-dealers. He'd been about ready to call it a night...when his spider-sense had started to blare at him that something was going to happen in _this_ direction.

And _boy_, was it ever right.

To his surprise, Fury lightly chuckled. "At ease, son." he said. "We already know you're clean on this one."

Spider-Man slowly relaxed, before looking down at the site. "Was anyone..?"

Fury shook his head. "A few people were injured, but nothing too serious." he answered. "We were lucky that this meteor came down in a relatively abandoned part of town."

Spider-Man's eyes widened. "_Meteor??_" he repeated. "_God_, Fury, why didn't you guys warn anyone?!"

Fury's eye narrowed. "Kid, these meteors were _invisible_ to radar."

Spider-Man went silent. "How?" he gasped.

"I don't know."

"Well...where did they come from?"

Fury's expression darkened. "_I. Don't. Know._"

Spider-Man got the message. "Okay, okay." he said. "So, what was it that crashed here?"

"We don't know, yet; there's not a whole lot left in the crater." Fury answered. "Most likely case is that these suckers vaporized on impact."

Spider-Man paused. "'_Suckers_'? There was more than one?"

"Six of these things came down, Parker: five over the New York state, and one in the Middle East."

Spider-Man arched an eyebrow. "They must have R.S.V.P.'d."

Fury scowled.

"Yeesh. Tough room." Spider-Man quipped. "So, keep me posted?"

Fury frowned. "We'll see." he said, before he walked away. Spider-Man was about to follow him...when he heard the tell-tale sound of glass breaking from a nearby city block. Spider-Man quickly ran to the edge of the rooftop, and leapt out into open air, firing a web-line, and swinging off towards the trouble.

Within seconds, Spider-Man could see the small electronics shop that had just been broken into...and the three teenage thugs climbing out of the broken window, each carrying an arm-load of electronics.

Spider-Man swung low, coming right at the three crooks, and sending one sprawling with a flying kick, releasing his line in mid-air and landing perfectly on the ground. "Christmas shopping-season _already?!_" he exclaimed, firing a web-line and snagging a second thug. "_Why_ is it that I'm _always_ the last to know?" With that, he yanked the crook right off his feet, and swung him around and around like a yo-yo, before tossing him into the first crook, knocking them _both_ out. The third thug ran at him, trying to punch him, but Spider-Man easily ducked under it, before unleashing a flip-kick, clocking the crook right in the chin, knocking him out _cold_.

Shaking his head, Spider-Man dragged the three crooks to the side of the shop, webbing them up for the police. '_Boy, a meteor falls from the sky, and these schmucks figure it's a good time to go looting..._' he thought. '_Well, this looks pretty cut-and-dry...guess I'll just head home..._'

...but his train of thought was promptly derailed, as his spider-sense went _nuts_.

Spider-Man staggered back, balancing himself against a nearby telephone pole, overwhelmed by the massive sense of danger that was surging through his head. It was coming from down the road...

Suddenly, a brand new modified Corvette, with a black paint-job with dark purple trim, roared out of the darkness.

_It_ was the source of the danger.

Spider-Man never had time to react as it blazed past him; he could just barely catch a glimpse of an ominous-looking violet insignia on its dash...and he _thought_ he could make out three pairs of glowing red eyes...

As it passed by, three beams shone out from the Corvette's back window, where the eyes had been, sweeping over the scattered electronic swag...before the Corvette drove off...leaving a bewildered Spider-Man behind.

Just then, police sirens started to blare, and Spider-Man knew it was time to go; he quickly fired a web-line, and pulled himself up onto a rooftop, before swinging off, heading home.

'_It never fails._' Spider-Man thought as he headed home. '_The very __**day**__ I get my driver's license, and lunatic drivers like __**that**__ guy start showing up. Just __**great.**_'

After driving by the electronics store, the Corvette pulled into a darkened alley, coming to a full stop. The sound of metal shifting echoed from its back seat...where a silver stereo, a black boom-box, and a dark violet CD-player now rested.

"_Soundwave. Report._"

"_At your command, Lord Megatron._" came the monotone reply to the order. "_I have successfully landed within the human city, and have engaged camouflage. However, the stealth unit was destroyed in re-entry._"

"_As I had expected._" Megatron replied, over the radio. "_And what of your three lackeys?_"

"_Frenzy, Rumble and Ravage have assumed alternate forms, my Lord._" Soundwave answered. "_We await further orders._"

"_Contact the rest of our forces on this planet; once every one of them has reported in, the hunt begins. Once you contact Blackout in the desert-region, he is to proceed to the human outpost and infiltrate their information network; even if these organic idiots know nothing of the AllSpark, we need as much information as possible about these...changes to their genome, as well as their current arsenal. The codes provided by our new ally should make infiltration laughable._"

"_Understood, my Lord. It shall be done._"

"_One more thing, Soundwave._" Megatron said. "_As I landed on this planet, my sensors detected an Autobot Cruiser in orbit; Prime and his cronies are here. Once you contact our forces, make this order known: do __**not**__ engage the Autobots without my specific order. If we attack them prematurely, we draw the attention of the humans. Once the AllSpark is ours, we can destroy the Autobots at our leisure. Make that point __**especially**__ clear to Starscream, as well as this one: Prime is __**mine.**__ Megatron out._" With that, the transmission ended, and Soundwave drove off, completely unnoticed, to carry out his leader's orders.

_New York Train Station, New York City_

The New York City train station was completely empty; all the staff had gone home for the night, since no trains were due in, tonight...

...which meant that no-one was there to see a large, black train pull into the station, coming from the direction where a meteor had fallen, earlier that night. The train slowly rolled in, and came to a stop.

"_Soundwave calling Astrotrain._"

"Astrotrain here, Commander Soundwave." the large Decepticon troop-transport answered Megatron's second-in-command; after Earth had been lost, a while back, Megatron had demoted Starscream and appointed Soundwave as his second. "The landing went smoother than a well-lubricated O-ring. The stupid squishies never even _suspected_ me."

"_Excellent, Astrotrain. And the Constructicons?_"

"They're in my cargo hold, Commander; just say the word, and we'll..!"

"_Do nothing, Astrotrain. You and the Constructicons are to hold positions until specified; that is a direct order from Lord Megatron._"

Astrotrain grumbled. "Fine, fine. We'll wait; just try not to make it too long, will you? These slaggers are getting on my circuits..."

"_We have all been ordered to wait for our Lord's instructions. That is all. Soundwave out._"

As the transmission ended, Astrotrain turned his sensors to the six voices coming from his cargo hold.

"_WHAT??_ Slaggit, 'Train, you're _kidding_ us!"

"We have to wait _more?!_ We've been stuck back here for two slaggin' kilo-cycles!"

"Cog-dammit, Soundwave's gone _too_ far, this time!"

"I wanna _scrap_ something!!"

"And I haven't had an Energon-break for the past kilo-cycle!!"

"I gotta take a lube!!"

"Alright, you scrap-heads, put it in _idle!!_" Astrotrain boomed. "You heard Soundwave: this order came straight from _Megatron!_ Hook, Long Haul, Scavenger, quit whining; Bonecrusher, you'll get your chance to scrap some Autobots soon enough; Scrapper, you should've saved some Energon instead of guzzling it all on the trip here; and Mixmaster, Primus help me, if you take a lube in _my_ hull, I will _personally_ toss your aft in a smelter when we get out of here!! _Compute?!_"

No-one answered.

"_Good._" Astrotrain growled. "So just sit there and keep those vocal processors of yours _off-line._" With that, Astrotrain took his own advice, and just sat there, in vehicle mode, undistinguishable from the other vehicles in the station.

In the middle of New York, numerous police cars had gathered around a donut shop, as the policemen gathered inside, enjoying a few dozen donuts as they came off-duty, weary from doing damage-control at a meteor landing-site. They sat down, taking their favorite pastries to snack on, sipping pleasantly warm mugs of coffee...

...and remained oblivious to the high-powered transcan beam that shone from an alley, only a few blocks from where the meteor had landed, sweeping over their cruisers. Seconds later, another police car drove out of the alley, with an ordinary-looking officer at the wheel. As the police cruiser drove off, one might have been able to notice the inscription on its side: "_To Punish and Enslave..._"

"_Soundwave calling Barricade. Report._"

The image of the hated organic life-form vanished as the Decepticon known as Barricade switched off his holo-emitter. "Barricade here, Soundwave. Camouflage and infiltration was successful; the hologram works."

"_Shockwave will certainly be glad to hear it._" came the reply of the Decepticon second-in-command. "_Your orders are to remain in disguise, and do not engage any Autobots, should you encounter them._"

Barricade grumbled, which sounded like a car's motor revving. "Understood." he relented.

"_In addition,_" Soundwave continued, "_when possible, I wish you to observe the powered human designated 'Spider-Man.' In the event that we are exposed, prior knowledge of powered humans such as he will be useful._"

"Understood, Commander. Barricade out." With that, Barricade resumed his driving through the human-infested city, promptly reactivating his hologram, remaining undetectable.

Barricade chuckled to himself. How _easy_ it was to fool these humans...

Within the Baxter Building, the Fantastic Four had returned to their headquarters, the damage from the meteor impacts contained. Johnny "The Human Torch" Storm was sitting in the living room, watching TV; Ben "The Thing" Grimm was in the gym, getting a light workout – light for _him_, at least – by bench-pressing a few hundred pounds; and Reed and Sue were spending a few more hours in the lab, analyzing the fragments of metal in the impact sites.

None of them noticed the military helicopter – identical to the kind found at the military base close to where a meteor had fallen – circling the Baxter Building. The helicopter made several passes around the Building, before flying off.

"Shockwave calling Soundwave." the disguised mech called into his radio. "I've been observing the powered human team designated the 'Fantastic Four'. Based on the data-files I have pulled from the human 'Internet,' it is possible that they could pose a significant threat."

"_Continue your observation, Shockwave, but do not engage until Lord Megatron's specific orders._" Soundwave answered via radio.

"Understood. Shockwave out." the Decepticon science officer answered, before the transmission ended, as the helicopter made a few more passes around the Baxter Building.

Shockwave had to admit it: the organic designated Reed Richards' intelligence was mildly impressive...but Shockwave would be smoking _slag_ before he would ever let a _squishy_ get the better of him.

_U.S. Naval Aircraft Carrier Eisenhower, several miles from New York coastline_

Within minutes of seeing the fiery meteor crash into the dark water, the salvage crew of the massive Aircraft Carrier _Eisenhower_ had sprung into action; trained military divers had entered the water, diving after the stellar object, to investigate it, as massive searchlights were trained on the water, illuminating the dark of night...

...but none were trained on the deck of the vessel itself, allowing the mechanical entity to climb up onto the deck from the _other_ side of the vessel, quickly moving towards the fighter-jets, activating its transcan beam...

...and when the crew on deck heard the roar of engines, they turned to see an F-22 fighter fly off...when _all of their jets were accounted for._

"_Soundwave to Starscream. Report._"

As he flew away from the human vessel in his new vehicle-mode, Starscream grumbled to himself. "Yes, Soundwave. I'm here." he snapped. "I have assumed vehicle-mode, with the organics none the wiser; unlike _some_ Decepticons, I am _very_ good at my job."

"_Just as Lord Megatron is at his, Starscream. Remember that._"

Starscream muted his vocal processor, cutting off a curse, before he continued. "What's this I hear of _Prime_ and the Autobots being here?" he snarled.

"_Lord Megatron has ordered that, until he orders it, none of us are to engage the Autobots._"

Starscream smirked under his vehicle-mode. '_Coward._' he thought.

"_Furthermore, Starscream, when we __**do**__ engage the Autobots, you may scrap as many of his lackeys as you wish...but remember that the pleasure of ripping out Prime's spark belongs to our Lord, and him __**alone.**_"

"_WHAT?!!_" Starscream roared. "Need I remind you of what Prime _did_ to me?!!!"

"_You have brought this upon yourself, Starscream. Your incompetence at the Battle of New York, coupled with your constant treachery, led to this; perhaps if you had been more loyal, Lord Megatron might have honored you by permitting you to act as his hand._"

'_You mean, if I had been his toadie._' Starscream scowled. '_Like __**you**_' "I understand, Soundwave." he muttered. "I understand completely."

"_Ensure that you __**do**__. Soundwave out._"

As Megatron's lackey ended the transmission, Starscream felt his coolant start to _boil_, felt his spark _radiate_ fury within his laser-core...as he remembered the last time they had been on Earth.

The Battle of New York. Starscream had devised a _brilliant_ plan to seize a new energy source the humans had developed...but the Autobots had ambushed them.

Optimus Prime had shot off his nose-cone as Starscream had fled...and the overload from that strike had surged to his optics, blowing out one of them, rendering him half-blind. Even when Starscream had been upgraded, the incompetent Shockwave had been unable to repair his ruined optic.

Ever since then, Starscream had _longed_ to face Prime, to rip his spark out of his laser-core, to feel it go out it his hands. But since being demoted, Megatron had assigned him to back-water worlds under their control...until now.

Now, he had a chance to take _revenge_ for his humiliation...and that was precisely what he was going to do.

'_Megatron will slip up, soon enough._' Starscream thought. '_When he does find the AllSpark, he will be distracted. I will move against him, then._'

With his 'Lord's' mind on conquering this pathetic planet, Starscream would, at long last, stick a metal spike through his processors, avenging his demotion, before he would take the AllSpark for himself...and _destroy_ Optimus Prime.

So help him Primus.

_1000 miles from SOCCENT Air Base, Qatar, a few minutes earlier_

As the morning sun shone over the sandy dunes of Qatar, a fully armed Black Hawk military helicopter soared across the sky, heading for the meteor that had landed in the desert, minutes before, as the chopper's crew kept a watchful eye out for any insurgents. They had been on a routine patrol of the area when the base had contacted them, telling them to investigate the landing.

They had been hoping to get back to base, soon, because Captain America and a few of the Ultimates were supposed to be arriving at the base to investigate the incident, and they wanted to make a good impression.

"We're a few miles away from the impact site." the pilot reported. "We should be seeing it, pretty soon."

"Just keep an eye out." the co-pilot warned. "We just check it out and head back to..."

Suddenly, _something_ popped up on their radar. "What the..?" the pilot exclaimed. "What _is_ that? A tank?""

"It's too big." the co-pilot answered. "Whatever it is, it's heading towards..."

But then, they both froze, as the chopper cleared a sand dune...allowing them to look upon the mechanical monstrosity that was standing in the impact crater.

"_Mother of..!!!_"

The pilot never had time to finish his expletive, as the _thing_ swept a transcan beam over the chopper, blinding its crew, before its left arm shifted into a kind of cannon, firing a deadly wave of energy at the Black Hawk, utterly annihilating it.

As the helicopter fell in pieces at its feet, the thing began to _transform_, until it had shifted into an exact replica of the Black Hawk, complete with holographic crew. The new Black Hawk then took to the skies, flying towards the human outpost.

"Blackout to Soundwave. I have assumed vehicle-mode and am proceeding to human outpost. Your orders, Commander?"

"_Infiltrate the outpost and gain access to the human computer network._" Soundwave answered. "_They may have information pertaining to the AllSpark. If necessary, deploy Scorponok._"

"Understood, Commander. Blackout signing off." Blackout answered, ending the transmission, before he flew off, towards the base. It would likely take several hours, but that was fine.

Their entire race had waited for hundreds of voruns to retrieve the AllSpark. A few human hours were _nothing_ in comparison.

_New York City_

With dawn only a few hours away, the sky over New York was slowly starting to brighten. The streets were still silent, with the good citizens of New York still sound asleep.

At the outskirts of the city, two vehicles had parked: a black 2007 GMC Topkick truck, and a red-and-blue, flame-painted, 18-wheeler, semi tractor-trailer truck, with a grey trailer attached to its back...and the image of a robotic face, plain and trustworthy, upon its grille.

"Any sign of the Decepticons, Ironhide?" Optimus Prime, still in vehicle mode, asked his old friend.

"Negatory, Prahm." came the reply of the grizzled Autobot weapons-expert, his voice resembling an Earth Southern accent. "Slagged 'Cons must've went ta vehicle-mode soon as they hit."

"I had a suspicion that they would." Optimus agreed. "And Elita's still working on cracking their communications codes."

Just then, a yellow ambulance drove up to the pair of vehicles, and came to a stop. "Sorry I'm late." came the voice of the Autobot Medical Officer. "I had to assist in transporting the humans injured in the landings."

"Perfectly understandable, Ratchet." Optimus answered. His voice turned regretful. "So...our war has just claimed its first casualties here since our departure..."

"Hold up, Prahm. The _'Cons_ did that, not you." Ironhide said. "They'd have shown up even if we _weren't_ here; Megs would've come _anyway,_ after picking up the AllSpark."

"I know, old friend," Prime agreed, "but that doesn't make it easier. Now that Megatron's reinforcements are here, it's only a matter of time before things escalate."

"What about that human you had Bumblebee observe?" Ratchet inquired. "What was his name?"

"Peter Parker." Optimus answered. "And Bumblebee should be taking measures to facilitate our introduction to him, right about now." He lightly chuckled. "I trust he won't do anything _too_ rash..."

_Parker residence, Queens, November 10 _

It didn't take long for Peter to get home after school let out that day. He'd been out the very _second_ that the bell had rang, and practically _sprinted_ home, with his little surprise.

As he reached the pleasant little house that the Parkers called home, he darted into the living room, and dropped his quarter-year report card on the coffee table. "Straight A's, Aunt May." he declared. "I said I wouldn't let my 'job' interfere with my studies, and I kept my word."

May Parker calmly put her cup of tea down and took a look at the report...before she smiled. "You most certainly did." she replied, as she stood up and hugged her nephew. "This is _wonderful_, Peter!"

Peter smiled, as he returned his Aunt's hug; now that his grades were back up where they were supposed to be, things were _finally_ back to normal with his Aunt. Before the whole 'clone incident,' his grades had been down a bit, but now that they were up again...

"So," Peter asked, "how about that promise?"

May chuckled. "I had a feeling you'd remember that." she replied; in Peter's last year before high school, she and Ben – God rest his soul – had promised Peter that, if he kept his grades up and covered at least _half_ the cost of insurance and his driver's license himself, they would get him a car. And now that his grades were back to normal – and since he'd gotten his license a week ago – Peter had kept up his end of the bargain.

"Yeah." Peter said. "So..?"

"Nothing _too_ expensive." May said firmly. "Ben and I _did_ put a nice sum away for that, but we can't afford to..."

"Don't worry, Aunt May." Peter assured her. "All I want is something with wheels, so that I can take MJ to a drive-in, like a normal teenager...and so that I have a cover for when I'm half-way across the city doing...you know."

May smiled. "Okay, then." she said. "Bobby Bolivia's Used Car Lot shouldn't be too busy, this time of day; why don't we start there?"

"Sounds good." Peter agreed, and, once Aunt May had put on her blue jacket, the two of them got into the Parker family car, as Aunt May opened the garage door, as Peter sat behind the wheel of this vehicle for the last time, before they headed off...

...without even noticing the yellow, black-striped 1975 Camaro that had been parked just down the road from them, as its engine stirred to life, before the car began to drive after them, hanging back, out of sight.

They hadn't even been driving for five minutes when they ran into a traffic jam. May chuckled. "New York traffic."

"Yeah." Peter quipped. "Can't wait to get stuck in it with my _own_ car."

Fortunately for them, the traffic jam didn't last too long, and they were on their way again. Within about fifteen minutes, they had pulled into the modestly-sized car lot owned by Bobby Bolivia. As Peter and his Aunt emerged from the car, Bolivia, a tall, early-forty-something African-American man, clad in light brown slacks, a Hawaiian shirt under his brown coat, and a broad-rimmed sun-hat on his head, walked over, smiling. "Why, good afternoon, sir, ma'am! What can I do for you?"

May smiled back. "My nephew just wanted to buy his first car."

Bolivia grinned. "Well, this _is_ a momentous occasion!" he exclaimed, placing a friendly hand on Peter's shoulder as he led Peter into the lot, with May following. "First cars are like first loves, son; you _never_ forget 'em."

"Uh...yeah." Peter said. "I was just hoping that I could find something good, here..."

"Son, I'll tell you this right now." Bolivia said. "Driver don't pick the car. _No_, sir. Car picks the _driver_." His grin returned. "There's something _mystical_ 'bout the bond between man and machine; ain't _nothing_ like it."

'_Okay..._' Peter thought.

By then, Bolivia had led Peter to where his stock was parked. "So, son, see anything?"

Looking around, Peter sighed to himself; there didn't seem to be anything he wanted...

Suddenly, his spider-sense went off, telling him to _turn around._ Peter did so...and stopped.

There, right behind him, in fairly good condition, except for a dusty paint-job, was an authentic, 1975 Chevrolet Camaro. Peter grinned as he took in the classic car. "How about _that_ one?"

Bolivia turned towards the Camaro...and _froze_. "Oh, _hell_ no!!" he cried. "How did _this_ thing get back here?!"

Peter blinked. "What?"

"Take it from me, son; you do _not_ want _that_ car." Bolivia said.

"What are you _talking_ about?" Peter laughed. "They don't even _make_ these, anymore!" With that, he walked over to the car, and popped up the hood...to find that the car's insides were _just_ as stunning as its outsides. "And would you _look_ at this? _Someone_ did a _major_ customizing job on it!"

"Oh, yeah, they sure did, son...and I'll _tell_ you who." Bolivia warned. "Old Satan _himself_. That damn car's _possessed_; just shows up on my lot, one day. I didn't think much of it...'till weird stuff starts happening. Start hearing weird noises coming from it, and it starts disappearin' every now and then, only to show up again, later. Every customer who tries to take it just can't do _anything_ with it, and just bring it back. I try to have it scrapped...but it just _comes back!_ That thing's _unholy_, son; _nothing_ but trouble."

Turning towards another car, just next to it, Bolivia started up his sales pitch. "No, sir, you just forget about that old thing, and have a look at this..."

But he was cut off, as the Camaro's passenger door suddenly popped open, scratching the paint of the car Bolivia had been trying to sell. Peter blinked. '_What the..?_'

"You see?!" Bolivia cried. "Damn thing's _possessed!_"

By then, Aunt May had caught up. "What's going on?"

"Nothing, Aunt May." Peter said. "This car's door just popped loose, that's all." That _was_ likely all it had been...

...right?

"Why...why don't I just take you two over to the _other_ side of the lot?" Bolivia suggested...glaring at the Camaro as he uttered the last part. "_Plenty_ of nice cars over there..."

Suddenly, Peter's spider-sense momentarily flared...as every window in every single car on the lot spontaneously _shattered_...

...except the Camaro's.

Aunt May looked concerned. "Well...it seems that you only have _one_ car left..."

'_Well, looks like there's at least __**one**__ other guy with luck like mine._' Peter thought. "Hey...maybe we should go..."

"_Take it!!!_" Bolivia cried, reaching into the Camaro and tossing the keys to Peter. "Just _take_ it!!" Taking a breath, Bolivia regained his smile...though his voice was shaky. "L-Like I said...c-car just picked its driver."

May nodded. "How much do we..?"

"All yours! On the house!" Bolivia cried. "Just _don't_ let it come back onto my lot, ever _again!!_" With that, Bobby Bolivia ran back into his office, leaving the Camaro's keys with Peter.

After driving home in his new car, with Aunt May driving the family car, Peter parked the Camaro – _his_ Camaro – in the garage next to Aunt May's car. After they both got out, Peter stepped back to get a good look at the Camaro...and grinned. "Well, your car _seems_ to be in good enough shape." May commented, smiling. "I can't imagine _why_ Mr. Bolivia was in such a hurry to get rid of it."

Peter shrugged. "Who knows?" he asked. "But, hey, after not having to spend a couple thousand bucks, who are _we_ to complain?"

May softly chuckled. "I'll just let you and your new car get better acquainted, I suppose." she said, before she walked out of the garage.

Alone with his new wheels, Peter began the task of polishing his car...and was amazed to see that it had only been _dusty_; the dust came right off with a swipe from the cloth. Except for a few minor dings, the car was in good shape.

As Peter popped open the hood, to better inspect the engine, his thoughts drifted back to the car lot. Sure, the Camaro's door suddenly opening was probably due to it just popping loose...but _how_ had all those windows shattered? Peter knew that a high-frequency sound of sufficient intensity could shatter glass...

...but why hadn't the Camaro's windows broken?

"Hey."

Looking up, Peter smiled as he saw MJ walk into the garage. "Hey." he greeted.

MJ smiled. "So, you got your wheels." she commented.

"Yep." Peter replied. "What do you think?"

MJ chuckled. "For an old beater, it looks to be in pretty good shape."

"Hey, not _all_ of us have rich parents like Flash's." Peter quipped...and paused as he _swore_ he could feel the car lightly rumble at that.

MJ hadn't noticed. "Wow, the engines look brand-new..." she observed. "And you got this car _used?_"

"Yeah; apparently, someone just dumped it after doing this sweet custom-job on it, or something." Peter answered. "Not only that, but the owner practically _gave_ it away!"

Mary-Jane's eyes widened. "Seriously??" she asked. "Why?"

Peter chuckled. "Apparently, this car is 'possessed'." he answered. "Go figure." Smiling, he added, "So, what's up in the Watson household?"

MJ smiled. "Well, my Mom and I were going to donate some of Great-Great Grandpa Leopold's stuff to the museum, in the next little while." she answered.

"Cool." Peter said. "So, you want to hit the ice-cream shop?"

MJ smiled. "I'll just have to let my Mom know, first." she replied. "Pick me up in five?"

Peter grinned, and personally thanked _God_ for both beautiful girls next door and classic cars. He put the hood down and calmly leaned against his car. "I think my pal and I can make it."

"Great!" Mary-Jane replied. "See you then!" With that, she turned to go.

Suddenly, the Camaro let out a long honk from its horn...which sounded remarkably like a man whistling at a pretty girl.

Smiling, MJ turned around. "_Peter!_" she laughed, her face a lovely rosy tint.

Startled, Peter half-grinned, fumbling for words. "I...I didn't do that..."

"Oh, what_ever_, you nut!" Mary-Jane cooed. "See you soon!" With that, she headed home.

Slowly, Peter turned towards the Camaro, regarding it warily. '_What is __**with**__ this car?_' he thought, as Bolivia's far-fetched warning came back...and didn't seem _quite_ so far-fetched, anymore.

Chuckling to himself, Peter quickly pushed those thoughts from his mind. '_Well, if I had to get a possessed car, at least I got one that has great taste in girls._' he added, as he went to get ready to meet MJ.

_U.S. SOCCENT Air Base, Qatar_

The sun was already setting over the sand dunes as the S.H.I.E.L.D. gunship touched down at the SOCCENT outpost, the Marines on duty automatically saluting as Captain America, Janet "Wasp" Pym, and Tony "Iron Man" Stark, all in their usual uniforms, emerged from the gunship. Cap returned the salute. "At ease." the leader of the Ultimates said. "What's the situation?"

"We still don't have a definite analysis of the meteor, Captain." the commanding officer reported. "The Black Hawk we sent to investigate it was supposed to report in hours ago...and just one hour previous, we received satellite confirmation that it had been shot down."

"_By what?_" Iron Man asked, his voice metallic through his armor's speakers.

"Still unknown, at the moment." the CO answered. "One possibility is insurgents...but the debris looks more like a heavy artillery shell, or something _stronger_...which is more than these rebels can afford."

"Any survivors?" Wasp asked.

The CO shook his head. "We're planning on sending a team to recover the black box, find out what happened."

Cap nodded. "We still need to find out what landed here, Commander. The three of us would like to take a small team to..."

"Commander!" a lieutenant cried out, rushing over. "Commander, we have incoming!"

The CO was instantly on alert. "Insurgents?"

"No, sir! It's the _Black Hawk!_"

_That_ got everyone's attention. "_What?_" Cap repeated.

"_Didn't it get shot down?_" Iron Man asked.

"We have satellite confirmation, sir! There's no mistaking it!" the lieutenant exclaimed. "Two more choppers are escorting it in!"

"I want an entire battalion on the landing zone, fully armed; someone might have swiped the Black Hawk to infiltrate the base!" the CO barked. "Let's _move!!_" With that, the entire group darted towards the main landing zone, where the prodigal chopper was set to land.

When Cap and his two comrades had reached the landing zone, with an entire battalion – as ordered – taking aim at the sky, Cap saw the Black Hawk start to touch down, nearly invisible against the darkening sky. Nothing looked out of the ordinary...

...until Cap spotted the unusual insignia emblazoned on the chopper's nose. It was a dark violet crest, resembling a robotic face, seeming to glare out at the world, its gaze cold and menacing...

Wasp noticed it, as well. "What _is_ that?"

Cap's eyes narrowed, as he warily readied his shield. "Something's wrong, here..." he said softly. He had a feeling that, whatever this was...

...it wasn't the Black Hawk.

"Attention, crew of Black Hawk Echo-5," the CO shouted over a bullhorn, "shut off your engines and stand clear of the vehicle, or we will kill you." At that, the battalion all raised their rifles, taking aim. There was no movement inside the chopper. The CO frowned. "This is your last warning..."

But then, he stopped, his eyes widening at what he saw. Cap noticed it, too.

The pilots in the cockpit...suddenly _flickered_, like a bad TV picture...before winking out of existence completely.

"_I'm getting a reading from that Black Hawk!_" Iron Man exclaimed. "_Everyone get clear! That thing's giving off way too much heat; that's __**not**__ a helicopter!!!_"

The CO lowered his bullhorn. "My God..."

The chopper's rotor blades slowly stopped spinning...and then started to fold _back_. The sound of metal and machinery shifting filled the air, as the Black Hawk began to _transform_, its shape changing and shifting into something _else_...as it _stood up._

Where there had once been a Black Hawk now stood a towering robotic _thing_, with two legs thicker than telephone poles, a powerful torso, with the rotor blades hanging down its back in a parody of insect-wings, two deadly arms ending in clawed hands, and a head with two metal horn-like prongs at its forehead, a mouth full of razor-sharp metal teeth, and two glowing red eyes.

The thing's malevolent stare narrowed at the assembled force, as it raised its right hand, which promptly morphed, extending a machine-gun...

Cap reacted instantly. "_TAKE COVER!!!_"

Every soldier dove for cover as the thing opened fire with its weapon; high-caliber shells ripped through the compound, as buildings erupted in flame. At once, the battalion opened fire...but their bullets simply bounced off of the thing's armor, not even _phasing_ it...

Cap's eyes narrowed in determination. "Iron Man, help me distract that thing!" he instructed. "Wasp, see if you can get inside that thing's head and shut it down!" Both of his teammates nodded; at once, Wasp shrunk to less than a tenth of her original size, sprouting graceful insect-wings, before flying towards the mechanical monster, while Cap and Iron Man closed on the ground.

Cap pulled back his shield, and let it fly; the red-white-and-blue vibranium disc whirled through the air like a buzz-saw, with enough force to bury itself in a twenty-inch-thick titanium wall...but the shield clanged harmlessly against the machine's head, momentarily stunning it. Before returning to Cap's hand.

Whatever this S.O.B. was, it was made of tougher stuff than vibranium.

Iron Man promptly opened fire with his electromagnetic repulsor rays, which spanged against the machine's armor, driving it back...but now the thing was _angry_; its left arm began to change into another type of cannon, before it fired an expanding blast of blue-white energy at them. Iron Man was sent flying, but Cap managed to brace himself behind his shield, before he, too was knocked back. The machine started to take aim again...but then stopped, its head turning to look at something...and then let out a metallic snarl, as it _swatted_ Wasp away, sending her flying, returning to normal size after she had hit the ground.

By then, the battalion had fallen back, as several tanks moved up to reinforce them, firing their cannons; the machine quickly rolled to the side, moving very quickly for something so large. Its eyes narrowed as it stomped towards the tanks, shaking the earth with its footsteps, firing its cannon, sending tanks flying and destroying more of the base. When only one tank remained, the machine reached behind its back, and took out its rotor blades, holding them by a handle underneath the central axle; the blades started to spin like a buzz-saw, as the machine sliced into the tank, shredding it into pieces, before it deactivated its blade-weapon, placing the rotors back onto its back as it cruelly _kicked_ the tank away, sending it flying, before resuming its attack.

As the machine continued its barrage of machine-gun fire, ignoring the bullets of the soldiers, it suddenly paused, and started to stomp towards one building. As Cap got back up, he looked to the thing's path...and his eyes widened.

It was heading for the base's mainframe!!

Cap ran after the machine, closing on it in seconds, quickly hopping onto its leg, and started climbing up, evading the thing as it swiped at him, and swiftly reaching its neck. Cap's eyes darted around, trying to spy _some_ weakness, something _vulnerable_...and then, the machine twisted its neck, tossing him off.

As it reached the mainframe building, the machine took out its rotors, extending them into a spear, before it pried the roof off of the building. As the technicians fled in terror, the thing put back its rotors, and reached into the building, grabbing the mainframe, as cables snaked out of its wrist, inserting into the computer...before a menacing, electronic screech filled the air...

_Midtown Ice Cream Parlor, Queens, a few minutes earlier_

After picking up MJ at her house, Peter enjoyed a nice, leisurely drive to the local ice-cream parlor, pulling up in the parking lot. Peter got out, before he walked to MJ's side, and opened the door for her. MJ giggled. "Such a gentleman." she sweetly teased.

"Hey, this is the first time I've had a girl in my car; I wanted to get it right." Peter answered. "So, will we just get the usual, or..?"

But he was cut off as a brand new, dark blue Silverado truck pulled up across from the Camaro, as Flash Thompson – Midtown High's quarterback and resident BMOC – stepped out, followed by several of his usual entourage. Spying his favorite victim, Flash sneered as he spotted the Camaro. "Nice wheels, Parker." he said, as he walked over. "Junkyard having a clearance sale?"

Peter didn't take the bait. "So my car's got a little character. Big deal."

Flash chuckled. "I can smell it from _here_." he said, earning a few laughs from his posse. To Mary-Jane, he added, "You _sure_ you wanna stick with this loser, MJ..?"

But he got no further, as the passenger door of the Camaro suddenly swung open...smacking Flash right in the knee. "_OW!!!_" Flash yelped. "God-_dammit_, Parker..!!"

"Hey, don't look at _me_, Thompson!" Peter countered. "I was standing right _here!_"

"Peter _couldn't_ have done that, Flash." MJ agreed, folding her arms crossly. "I think that would be what's called _karma._"

Flash frowned. "You lucked out _this_ time, Parker." he muttered, as he limped off, followed by his posse.

Peter turned to look at the Camaro. '_How on Earth..?_'

"Looks like your car's got attitude, Peter."

Turning, Peter lightly smiled as he saw his ex and still-not-quite-friend 16-year-old Kitty Pryde, in her usual light violet t-shirt and blue jeans. "Hey, Kitty." Peter replied. Things between them were slowly improving, since they'd been rebuilding their friendship, the past little while; Kitty, being a mutant and former X-Man, was one of the few people he could relate to, and he hadn't wanted to lose one of the few friends he had.

Kitty returned the same light smile, before glancing to the Camaro. "Not bad." she commented. "I hear some of these old models can run just as well as the newer ones."

Peter shrugged. "Hey, all it needs is a little bit of a touch-up." he said...before his smile turned sheepish. "And...maybe an exorcism or two..."

MJ chuckled. "Well, look on the bright side: how many guys can actually say their car is _haunted?_" she said. To Kitty, she added, "We were just going to grab an ice-cream. Did you want to join us?"

Kitty smiled. "Sure."

Suddenly, Peter heard a police siren off in the distance. "Sorry, but you'll have to start without me." he said.

MJ nodded. "We'll save you a seat, okay?"

Peter smiled. "Fine with me." he said. With that, he darted off, while MJ and Kitty headed into the parlor.

Zipping behind the parlor with his backpack, Peter crouched low into the shadows, donning his Spider-Man costume. Quickly stuffing his street clothes into his backpack, Spider-Man webbed the pack to a high ledge, before firing a web-line, and swinging off.

Duty called.

After Peter, Mary-Jane, and Kitty had left, the Camaro was left alone. '_Primus, how Peter puts up with that scrap-head 'Flash' is beyond me..._' Bumblebee thought.

"_Aeon calling Bumblebee; Priority One._"

As his radio activated, Bumblebee was instantly all business. "Bumblebee here, Wheeljack. What's the situation?"

"_We've just received a transmission from Prime, Bumblebee; the Decepticon that landed near the military outpost in Qatar is attempting to hack the U.S. computer network. Thankfully, Elita One has managed to decipher enough of their codes to realize that the hack is coming through a fiber-optic cable in New York. We need you to head to the Baxter Building and initiate a wireless interrupt command on the Decepticon signal._"

"But that won't be enough to stop the hack; not from a wireless source." Bumblebee said.

"_Correct, Bumblebee; that won't stop him._" Wheeljack agreed. "_But it will enable us to get a full read on their codes, so that we'll be able to intercept any future transmissions...and, more importantly, it will slow the Decepticon down enough for the human scientist Reed Richards to, hopefully, recognize the attack and send an alert to isolate the servers._"

"Got it, Wheeljack. Bumblebee out." Bumblebee replied, ending the transmission. '_Sorry, kids...back in a nano-cycle._' Bumblebee thought, as he shifted his gears to drive, and peeled out of the parking lot.

The Camaro drove through the New York streets, unnoticed, as it pulled into a dark alley next to the Baxter Building. The sound of metal shifting filled the air, as a pair of bright blue optics became visible in the shadows. "Okay, Stretchy, I hope to Primus you're paying attention..!" Bumblebee whispered to himself, as he brought up his wireless system, and initiated the interrupt.

The second he did, he recognized the 'Con. '_Blackout._' he thought. '_Megs' enforcer; should've known._' Ever since the Decepticon command restructure, Blackout had made a name for himself as Megatron's unofficial _left_ hand. Blackout was no low-gig drone, but he wasn't much of a hacker, like Frenzy was...

...except when it came to the down-and-dirty practical stuff...like _now_.

Concentrating, Bumblebee kept up the low-level firewall he had tossed up to reinforce the interrupt. '_Primus, Richards, any time now..!_'

_Baxter Building_

After last evening, Reed had been looking forward to just a few productive hours in the lab before he and Susan went out for dinner. He had been tinkering with his latest project when his computer had alerted him to something...

...and he'd gotten the shock of his _life_.

'_What in the world..?_' Reed thought, as he tried to process what he was seeing. _Someone_ was hacking the U.S. military firewall...

...and _succeeding._

Quickly, Reed tried to get ahead of the hacker, to kick the culprit out...but to no avail; in seconds, the hacker was through.

_They had hacked in ten seconds what their strongest computer would have taken __**years**__ to crack._

'_I can't stop it..._' Reed thought, feeling panic start to creep up on him. '_And there's no time to cut the hard lines..._'

Suddenly, a _second_ hacker got through...and then the _first_ hacker's progress slowed _considerably_.

Reed's eyes nearly bugged out of his head. '_Someone's trying to stop this guy..._' he thought...but whatever they were doing, it was only holding the hack off.

But it gave _him_ enough time to make a call.

Reed had Nick Fury on the line in seconds with an emergency call. "General, you have to cut the hard lines!!" Reed cried.

"_What?_"

"The firewall is _breached!!_" Reed exclaimed. "Cut the hard lines _NOW!!!_"

In the background, Reed heard the General issue the order...seconds before the hard lines were cut, isolating the servers, stopping the hack cold.

"_What happened, Richards?_" Fury demanded.

"Someone just hacked us, General." Reed said. "Someone accessed a secure site and broke through; if we hadn't cut the lines when we had, we would have had total penetration."

Fury's voice hardened. "_I think I know where it originated from, and I'm sending reinforcements. Good work, son._" With that, the call ended...as Reed, exhausted, collapsed in his seat.

_SOCCENT Air Base_

As his hack was cut off, Blackout cursed to himself. He had almost reached the files that he'd been looking for...until one of the Pit-dammed Autobots had intercepted him...giving the organics time to isolate their servers.

By then, the human forces were retreating. "Fall back to the rendezvous point!" the powered human called 'Captain America' ordered, as the surviving human forces began to withdraw from their now-decimated outpost.

Snarling, Blackout started to stomp after them...but his long-range sensors detected incoming human vehicles. If he pursued the humans, their reinforcements would arrive...and follow him back to base. They couldn't risk the humans discovering them, not yet...

Blackout smiled to himself, before he assumed vehicle-mode and flew away...though not before a slightly smaller mechanical form was deployed; the scorpion-like mechanoid burrowed deep into the sand, and was off in seconds. With Scorponok pursuing the humans, Blackout continued on his way, back to base.

After stopping a simple bank-robbery – as well as the ensuing car-chase – Spider-Man quickly swung back to the alley where he'd stashed his clothes, and quickly changed back. As Peter emerged unseen from the alley, he saw MJ and Kitty waiting outside the parlor. "What's going on?" he asked, walking over.

Mary-Jane looked stricken. "Peter, I'm so sorry...we tried to stop him, but he just drove off..."

"Huh?"

"Someone stole your car." Kitty said, her expression regretful. "It happened just after you left."

At that, Peter sighed. "Figures." he muttered. "Guess we'd better tell the owner, so he can call the police." With that, they headed inside.

Walking to the counter, Peter said, "Hi, is there a phone I can use? My car's been stolen."

The owner winced. "Tough luck, kid. What kind of car was it?"

"A 1975 yellow-and-black Camaro."

The owner arched an eyebrow. "Like the one outside?" Confused, Peter turned...

...and, sure enough, the Camaro was there, right where he'd parked it.

Darting outside, Peter took a closer look at the Camaro, making sure it was okay; it _seemed_ fine. MJ and Kitty quickly followed. "But...but I _saw_ it!" she exclaimed. "I saw it drive off!"

"I did, too." Kitty agreed. "Look, Peter, no offence...but something is _freaky_ with this car."

A laugh sounded from behind them, as Liz Allen, one of MJ's former friends, walked by, with a few of her friends. "You'd know about being freaky, _wouldn't_ you, Pryde?" she sneered.

At that, Kitty looked a bit hurt, though she tried not to show it. Peter's eyes narrowed, as he got ready to tell Liz _exactly_ where she could _put_ her racist attitude...

...but he never got the chance, as the Camaro's hood suddenly popped open...and a large stream of pure black 10-W-40 sprayed from the engine...and _splatted_ right across Liz's new shirt.

"_ARRRRGGGGHHHH!!!!_" Liz wailed. "This was _brand new!!!_ _God_, Peter, leave it to _you_ to get the freak-car!!"

Peter shrugged. "Karma's a bitch, isn't it?"

Kitty smiled. "_You'd_ know about _that_, wouldn't you, Liz?" Scowling, Liz stormed off.

Kitty's smile grew. "I take it back, Peter; I _love_ this car!"

Peter lightly smiled at that...though his mind drifted back to Bobby Bolivia's warning. '_Aw, man...what have I gotten myself into __**this**__ time?_'

_Triskelion, S.H.I.E.L.D. U.S. Headquarters, New York_

In his office in the Triskelion, Nick Fury frowned to himself. "Did everyone evacuate to the emergency outpost, Captain?"

"_Yes, sir...although we took heavy casualties._" Captain America reported from across the view-screen.

"What exactly happened?" Fury asked. "You said that the Black Hawk just..._changed._"

"_That's exactly it, sir; I've never seen anything like it. It just...stood up!_"

Fury had held a few far-fetched ideas in the back of his head at that initial report...but those last words made his blood _freeze._ "Captain...did you say that it..._stood up?_"

"_Yes, sir. Stood right up on two legs._"

Fury took a deep breath. "Did you see any unusual markings on it?"

"_Yes, sir._"

Fury quickly brought up a file; the view-screen now displayed two images for Cap to see in the lower half of the screen: two robotic faces, one bright red, plain and trustworthy, and onedark purple, angular and menacing. "Either of these look familiar?"

"_Yes, sir; the purple one._"

"You're _sure?_"

"_Positive, sir._"

At once, Fury picked up his cell-phone. "This is Fury. I need to reach the Pentagon; we have a Class Five emergency, Code: Heavy Metal."

"_General?_" Cap asked. "_What's going on?_"

As his call was put through, Fury looked to Cap. "Something we had hoped would never happen." he said. His next words held a deathly chill.

"They're _back._"

_Author's Note: Before you ask, yes, I did get a few of these scnes from the movie. Enjoy!_

_Coming Soon:_

_As the Transformers' war returns to Earth, Peter starts to wonder what's going on with his new wheels._

_Will our hero discover the mystery behind his 'haunted' car?_

_Find out, in "Dude, Where's My Car?" coming to your computer soon…_


	3. Dude, Where's My Car?

CHAPTER TWO: DUDE, WHERE'S MY CAR?

_"It's tough being the youngest; Primus knows how much slag I've taken over the voruns from the other Autobots, even if it was all in fun. I guess that's why I agreed to being assigned to watch out for Peter; for a little guy, he's been through a lot. I wish I didn't have to keep leaving and coming back; hope I don't give Peter a system crash. But, with Megs and the 'Cons back on Earth, that'll be the __**least**__ of his worries..." – Bumblebee, Autobot High-Speed Infiltration and Reconnaissance Specialist_

_Qatar Desert, 100 miles from SOCCENT Air Base, November 10, 2007_

The moon was still fairly high in the sky, casting a pale light over the sand dunes as the dark green, U.S. Army-built Jeep roared across the desert, easily handling the terrain as its rear-mounted machine-gun scanned the horizon. Any nearby insurgents would have gladly attacked the vehicle...except for one thing.

The Jeep had no driver.

As the destroyed SOCCENT Air Base appeared on the horizon, smoke from the fires darkening the sky, the disguised Autobot Deep-Reconnaissance expert known as Hound sighed beneath his vehicle-mode. '_Primus...I'm too late..._'

"_Hound, this is Prime. Have you reached the outpost?_"

"Hound, here, Prime." Hound replied by radio. "I have the base in my scanners; we're too late, sir. Whoever was trying to hack the human network has already gone disassembly-spree on this place..._slag it!_"

"_Easy, Hound._" Optimus said. "_Don't count the humans out, just yet. A few micro-cycles ago, we detected a coded human transmission from a nearby site; the humans must have had a rendezvous position, in the event that their outpost was attacked. However, Bumblebee's report indicates that it was Blackout that was attempting the infiltration..._"

"...and wherever _that_ son-of-a-glitch goes, Scorponok isn't far behind." Hound finished. "If Blackout's backed off, he'll send in his mini to finish them off." '_And in terrain like this, that little slagger will have a field-day..._'

_"Correct._" Optimus agreed. "_We have the location for the humans' position; your new mission is to get to that location as fast as you can, and help the humans hold off Scorponok until they can evacuate. Once there, it is also vital that you make contact with the members of the powered-human team known as the Ultimates; their organization's assistance will be of paramount importance if the situation escalates._"

"I can handle it, sir." Hound said. "I kept that little slag-bag away from civilians on Caeona III, and I can do so here." '_Although he can move faster through this sand than solid rock...but that __**also**__ makes it easier for me to pick him up._' "So, any idea what Blackout was looking for?"

"_None, yet. We did manage to decode the Decepticon signal, so if they make another attempt, we'll know what Megatron's plan is._" Prime answered. "_With the outpost destroyed, chances are, the Decepticons will attempt to hack the human network on the American continent. With any luck, we can intercept their signal and apprehend their hacker within a few nano-cycles. But right now, those humans need your help. We're sending you the coordinates, now. Roll out, Autobot!_"

"Yes, _sir!_" Hound declared. As the transmission ended, Hound quickly downloaded the coordinates of the human outpost, before he gunned his engine, racing across the desert sands.

XXXXXXXX

_Parker Residence, Queens_

After getting a snack at the ice-cream parlor, Peter drove MJ back to her home, before returning to his own home, parking the Camaro in the garage, the setting sun turning the yellow paint of the car a bright gold. As he got out of the car, Peter paused for a few minutes, staring cautiously at the Camaro. As he looked at it, Peter could feel his spider-sense tingling faintly, not in a threatening way, but like it was trying to tell him something...

"Peter?" Aunt May called from the house. "Supper's ready!"

"Coming, Aunt May!" Peter called, not breaking his gaze on the Camaro. After staring at it for a few more seconds, Peter left the garage, heading inside.

After coming to the dinner table, Peter sat down to a nice meal...but he was too distracted to do much else but pick at his food. May quickly noticed. "Peter? Is something wrong?"

Peter sighed. "It's nothing you can help with, Aunt May."

May looked stricken. "Does it have to do with...Spider-Man?"

Peter shook his head. "It's not _that_ serious, Aunt May." he answered. "It's just...my car."

"Oh." May said, a bit relieved. "Is it a problem with repairs? Should I call a mechanic?"

Peter groaned. "More like a _priest._"

May blinked. "Pardon??"

Peter looked to his Aunt. "Aunt May...do you think it's _possible_ that Mr. Bolivia could have been right? Could my car be..._haunted?_"

May smiled guiltily. "What happened, today, sweetheart?" she asked.

After Peter had told her the whole story, May's smile grew. "Peter," she said, "there are no such things as ghosts..."

"Tell _that_ to Doc Strange." Peter muttered.

May lightly smiled. "Well, Peter, don't you think it's _more_ likely that someone just stole your car, and then had a change of heart?"

Peter thought about that for a moment. "Well...maybe." he agreed. "But what about the other stuff? The horn honking, the door opening, and the hood popping up?"

"It _is_ an older car, Peter; there are _bound_ to be a few 'quirks'." May reasoned. "And they just happened to show up today, that's all. That's a _much_ more logical explanation, wouldn't you agree?"

"Maybe." Peter said, as he continued to eat. Maybe Aunt May was right; maybe it _was_ just a few coincidences...but he _had_ to be sure.

After supper was done, and after helping Aunt May put the dishes away, Peter retired to his room, in the twilight hours, just before dark...and before he went web-slinging. He _had_ to figure this out...and he knew where to start. Taking out his phone, he quickly dialed in Doc Strange's number; the Earth's Sorcerer Supreme also worked as an occult consultant for the NYPD on the side...but Peter was hoping that the good Doctor would be willing to give him some advice...

"_Strange._"

"Hey, Doc?" Peter asked. "It's...Spider-Man."

There was a momentary silence. "_Well, this is something of a surprise._" Strange replied. "_It's good to hear from you; I was concerned after being made aware of recent events..._"

"Yeah." Peter said. "I'd...rather not talk about that. I just...need a little advice regarding something...out-of-the-ordinary."

Strange's voice was automatically concerned. "_Of course._" he said. "_What's wrong?_"

Peter took a deep breath. "Doc...do you know of any demons or spirits that possess cars?"

Strange paused. "_Spider-Man?_" he asked. "_Did...did I hear you correctly?_"

"Yeah." Peter replied. He sighed. "Look, I know it sounds nuts, but..." he lowered his head. "Look, just forget it..."

"_No, no, it's quite alright._" the Doctor assured him. "_I simply have never had such an inquiry, before._"

"Oh."

"_There are all manner of entities, both benign and malevolent, that can inhabit inanimate objects,_" the Doctor continued, "_but I know of none that preferentially choose to inhabit __**automobiles...**_"

Peter breathed a relieved sigh. "So, my car's not possessed?"

"_I did not say that, Spider-Man._"

Peter froze. "But...you said..."

"_I said that I did not __**know**__ of any such entity._" Strange corrected. "_That is not to say that such a force does not exist. I have sensed no new magical forces in New York, recently...but things do escape me, from time to time._"

"So, you don't know." Peter said flatly. '_Great._'

"_Presently, no._" Strange admitted. "_I will attempt to research the matter further, but I am also handling a case for the police..._"

"That's okay, Doc." Peter said. "I'll handle this on my own; thanks, anyway."

"_I am sorry that I could not be of further assistance, Spider-Man._" Strange said. "_Good luck._"

"Thanks, Doc. Later." Peter said, before hanging up. Looking out the window, Peter saw the last rays of the sun start to fade behind the horizon; it was go-time for Spider-Man. '_Well, I guess I'll have to solve the Case of the Haunted Camaro, later._' he thought, as he quickly changed into his Spider-Man costume. Once he had suited up, he silently opened his bedroom window, and crawled, unseen, onto the roof, before firing a web-line, and swinging off.

XXXXXXXX

_International airspace, 500 miles off the coast of Israel_

Out over the blue waters of the Mediterranean Sea, a lone Black Hawk helicopter flew towards the west, heading away from Qatar...

"_Report, Blackout._"

Blackout's main processor momentarily froze as he heard his leader's voice. "_M-My Lord!_" he exclaimed.

"_You weren't planning on leaving Scorponok to his own devices, I trust?_"

"I...n-no, Lord Megatron." Blackout answered. "I had merely planned to quickly refuel and return to retrieve him."

"_Good._" Megatron answered. "_Scorponok may be incapable of sentient thought, but he is an effective enough weapon, and we need every resource. But what disturbs me most, Blackout...is that you were __**seen**_"

Blackout scowled under his vehicle-mode. "I...it was unavoidable, my Lord. The humans already knew that I was not their lost vehicle, and were going to open fire on me..."

"_So you jeopardize our cover further by transforming in plain view?!_" Megatron roared. "_IDIOT!!! The humans likely KNOW of our presence, now!_"

"I...I understand, my Lord." Blackout said. "I offer no excuses."

Megatron growled. "_What is done is done._" he muttered. "_We must take precautionary measures, and limit the humans' ability to attack us, once they inevitably side with the Pit-damned Autobots. Our ally has graciously supplied us with the schematics of the headquarters of the human organization S.H.I.E.L.D., as well as an opportunity to infiltrate it; Soundwave will soon get Frenzy into position. We will retrieve the needed files and incapacitate the humans in one stroke._"

"A brilliant move, Lord Megatron."

"_In the meantime, you will return and retrieve Scorponok, and assist him if need be._" Megatron ordered. "_I will send Starscream to meet you en route, and deliver several Energon cubes; that should be sufficient to refuel you._"

Blackout chuckled to himself. The former Decepticon Air Commander, now reduced to a simple errand-drone; how the mighty had fallen. "Your generosity is truly without peer, Lord Megatron."

"_As is my wrath._" Megatron warned. "_Failure upon this planet is NOT an option, Blackout. We will NOT lose the AllSpark to the Autobots._"

"Understood, my Lord." Blackout replied. "We shall not fail you." As Megatron ended the transmission, Blackout promptly altered course, heading back into Qatar, to follow his master's orders.

XXXXXXXX

_SOCCENT Emergency Rendezvous Outpost, Qatar_

The mood at the SOCCENT outpost was a tense one.

It had been several hours since the Air Base had been attacked, and their e-vac ships were still about an hour away, Cap noted grimly. He, Wasp and Iron Man were guarding the perimeter of the simple outpost with the other able soldiers, in case that thing came back, while the non-combatant personnel were further inside, tending to their casualties.

'_It could have been worse._' Cap thought. '_The base could have been caught COMPLETELY off-guard._' They were fortunate not to have _more_ casualties.

But the revelation of what that _thing_ had been had only _worsened_ the tension. Cap had thought that it was, in the worst-case scenario, a new weapon developed by a country who funded terrorists.

But after getting briefed on the Transformers by General Fury, Cap realized that the reality was far _worse_.

"_God,_" Wasp murmured, "I still can't believe it...that thing was a _Decepticon_..."

"_I __**knew**__ that symbol looked familiar._" Iron Man muttered. "_After all this time..._"

"And we thought the _Chitari_ were bad." Cap agreed, recalling the incident with the Chitari aliens that he and his team had handled, a while back. "But an entire _race_ of ten-plus-story-tall, transforming, heavily armed robots stomping around this planet...God _help_ us..."

Wasp lightly smiled. "Hey...that's just the _Decepticons_, remember?" she said. "If _they're_ here, that means that the _Autobots_ must be, too!"

"_But why haven't they tried to contact us?_" Iron Man asked aloud.

"General Fury told me that there were two possibilities if they ever came back." Cap said. "One: that they were still fighting their war, and it just spilled back onto our planet."

Wasp looked worried. "And the other?"

Cap looked grim. "That the Decepticons _won._"

No-one said anything at that for a few moments.

The silence allowed Cap to take notice of something. "Anyone else feel that?"

Several of the soldiers on guard with them looked confused. "Sir?" one asked.

"_I did; there's definitely a localized seismic event near here._" Iron Man reported.

"Earthquake?" Wasp asked.

"_We're not on any major fault lines._" Iron Man said. "_Even so, it's much too small...and it's __**moving...**_"

Cap was instantly on guard. "Where's it headed?"

"_It's headed right for us!_" Iron Man exclaimed. "_It'll be on us in seconds!_"

Instantly, the soldiers took up defensive positions in the guard-bunker they were using. Suddenly, on the horizon, Cap spotted a Jeep, heading towards the base, with two soldiers driving it; it was one of the outpost's perimeter patrols...

"_The seismic anomaly has altered course!_" Iron Man exclaimed. "_It's heading right for the Jeep!_"

Cap's eyes widened in horror...before they narrowed, as he bolted out of the bunker running towards the Jeep. "_Get out of there!!_" he shouted, waving his hands to get their attention. Spotting him, the soldiers stopped their vehicle, wondering what he was doing...

...and then, Cap spotted it: a mass of sand moving rapidly towards the Jeep, being displaced by..._something_ underneath it...

"_MOVE!!!_" Cap yelled, racing towards the Jeep, as Iron Man and Wasp followed him from the air, hoping to get to them in time...

Too late.

The sand-mass erupted as a huge, mechanical scorpion-thing burst out of the ground, sending the Jeep flying with a swipe from its deadly claws. The Jeep tumbled end-over-end across the sand, until it came to rest upside-down, pinning the two soldiers underneath it. The scorpion's glass eyes were completely empty as its deadly bladed tail suddenly expanded, becoming an even _more_ fearsome weapon, before it advanced on the upended Jeep, its tail rearing back for a strike...

Captain America's shield spun through the air from his throw, clanging against the scorpion's head; this machine – this _Decepticon_ – clearly wasn't as heavily armored, as the impact from the strike drove it back. The scorpion skittered to the side, dazed...and then its glassy eyes fell on Cap; the machine let out a low hiss...before its claws opened up, revealing high-powered machine-guns...

Cap dove out of the way of the hailstorm of bullets from the scorpion's claws, as Iron Man and Wasp opened fire on it; repulsor rays and bio-electric stings, supplemented by rifle-fire from the bunker, drove the alien machine back, causing it to let out a screech. "Keep it up!" Cap ordered. "You're hurting it!"

Despite having A.I. only _slightly_ above that of a drone, the mechanoid known as Scorponok knew enough to realize that its current tactic was ineffective, and promptly switched; the machine dove beneath the sand, and was gone faster than any could realize.

With the scorpion dispatched, if only momentarily, Cap darted to the toppled Jeep, as Iron Man descended next to him; with one good shove, the two of them pushed the Jeep off the soldiers. "_We need a medic out here, NOW!!_" Cap roared.

"Cap!! It's coming back!!" Wasp exclaimed. Turning, Cap saw another rapidly-advancing sand-mass coming straight for them. Cap braced himself; with the two wounded soldiers to protect, this would be tough...

Suddenly, a rain of high-caliber bullets ripped into the sand-mass from the side; the scorpion screeched, leaping out of the sand, skittering around to face the new threat...as another Jeep, equipped with a machine-gun turret, roared across the sand dunes, landing between them and the scorpion.

A Jeep without a driver.

Automatically, the soldiers in the bunker took aim at the Jeep, as did Wasp and Iron Man. "_Hold your fire!!_" Cap shouted, as he caught sight of the crest on the Jeep's dash; it was the image of a robotic face, bright red, plain and trustworthy.

Instantly, the Jeep started to transform, becoming a humanoid robot, the rear of the Jeep unfolding into its legs, its front becoming its arms and torso, as a head rose out of the torso, its mouth covered by a silver-metal mouth-plate, its eyes a bright blue, instead of the malevolent red that the Decepticon warrior had, its machine-gun hoisting onto its shoulder.

The mech's eyes narrowed, as it grasped its machine-gun, and pulled it down, taking aim at the scorpion, before opening fire once more; the scorpion screeched, diving back beneath the sand, darting away.

The mech grumbled. "Rotten little slagger..." he muttered, putting back his machine-gun.

Cap looked up at the robot. "Are...are you an Autobot?" he asked warily.

The mech chuckled, bringing his massive hand to a salute. "Hound, Autobot Deep-Recon Unit, reporting for duty." he replied.

Smiling wearily, Cap returned the salute. "Good to hear you guys are still around."

Hound laughed...and then his optics narrowed. "That little slag-pile's coming back." he warned. "I'll blast him out, and when I do, the rest of you _scrap_ him." With that, Hound pulled out his machine-gun, as a holographic screen popped up in front of the aiming cross-hairs, scanning deep beneath the sand...before picking up a large heat-signature...

Instantly, Hound unloaded another clip into the sand, the high-caliber rounds ripping into the dunes, driving Scorponok into view, before continuing fire; the second that the mech hopped out of the sand, Cap let his shield fly, as Iron Man and Wasp fired, along with the soldiers from the bunker. Scorponok screeched in agony as the shots tore into his armor, before the vibranium shield cut right _through_ his tail, severing the bladed tip from the rest, sending streams of lubricant and Energon spraying across the sand, as Scorponok started to sag...

Suddenly, the sound of rotor-blades cut the air...as the "Black Hawk" appeared on the horizon, firing a full salvo of missiles. Hound's optics widened in horror, as he leapt in front of the two wounded soldiers, targeting the missiles and opening fire, shooting down every single one. Quickly, Hound transformed back into a Jeep, opening his doors. "Get those two in here!" he ordered. "They're as good as scrapped, out here!"

At once, Cap darted to the wounded soldiers' side, helping them into the Jeep; thankfully, their wounds were light enough that they could be moved. Once they were secured, Cap hopped in, himself, as Hound gunned his engine, racing back to the outpost, as Iron Man and Wasp followed from the air.

In seconds, they were at the outpost, where medics were waiting to take the wounded to the infirmary. Instead of pursuing them, the Black Hawk descended, transforming as it touched down, as the crippled scorpion linked with it.

Once the soldiers were taken away, Hound resumed robot-mode. "I'll keep the Decepti-trash busy, while the rest of you open fire at him."

"_No good._" Iron Man said. "_His armor's too thick; even my repulsor rays didn't get through it._"

"_Slag._" Hound muttered. "You got anything _stronger?_"

Cap thought for a moment. "We have the experimental sabot rounds; magnesium-based shells, burn at over 5000 degrees..." he suggested.

"_Perfect!_" Hound exclaimed. "Okay, new plan: I'll get in the 'Con's face, while you two," he gestured to Wasp and Iron Man, "blast him from the air." He turned to Cap. "While we're keeping him busy, you get those rounds ready...and make _sure_ you get him."

The three Ultimates promptly nodded, and Hound ran towards the Decepticon, as Wasp and Iron Man followed from the air, while Cap remained, to assist in getting the sabot rounds ready.

As he saw Hound running at him, Blackout snarled. "_Autobot scum!!_" he roared, as he took out his blade-rotors, slashing at Hound, who ducked under the slice...before unleashing an uppercut, giving Blackout a face full of metal fist.

As Blackout stumbled back, Iron Man and Wasp opened fire from above. Growling, Blackout transformed, flying up to blast the two impertinent organics...but Hound pulled out his machine-gun, emptying a full clip at the helicopter, forcing Blackout to drop back down, transforming again. "Leaving already, Decepti-chump?!" Hound snapped. "Try downloading some _manners!_"

Roaring, Blackout sent Hound flying with a back-hand; Hound hit the sand hard, but rolled backwards, coming right back up. Looking up, Blackout fired his machine-gun, forcing Iron Man and Wasp to dodge his shots. "Allying with these pitiful organics will not avail you, this time, Autobot!!" Blackout hissed. "Once Lord Megatron has the AllSpark, this world, and all others, will fall before his might!!"

By then, Cap had readied the first grenade-launcher equipped with a sabot round. "Not on _my_ watch, machine!!" he shouted, as he took aim at Blackout, and fired.

Blackout's optics widened, as he twisted out of the path of the shot...but not _completely_ evading it; the round impacted off his shoulder, as part of his armor _melted_ under the heat of the magnesium core. Roaring, Blackout fired an EMP-grenade at the human outpost; when it went off, it would cause every electronic device in the outpost to go offline...

...including medical equipment...

Quickly, Hound whirled towards the grenade, targeting it and opening fire, destroying it before it could detonate. Those seconds were all that Blackout needed; he quickly transformed to vehicle-mode, and flew away.

"_Slag!!_" Hound cursed, as he opened fire on Blackout's retreating form...but the Decepticon was too far away.

As Iron Man and Wasp touched down, Cap walked over to Hound. "Thanks for your help."

Putting his weapon back, Hound nodded. "Sorry we couldn't get here, earlier; after the 'Cons landed, we didn't get much time, and Prime needed every flight-capable Autobot on the lookout for Megs."

Cap's eyes widened, as he recalled the briefing, which included the intel they had on the Decepticon commander. "_Megatron_ is here?!"

"Afraid so." Hound replied. "He and the 'Cons have gone dark; we haven't been able to get a fix on 'em."

"God..." Wasp murmured, "...what could that metal maniac _want?_"

"That Decepticon mentioned something...an 'All Spark'..." Cap recalled. "What did he mean?"

Hound looked apologetic. "Let's just say that the stakes are a bit _higher_ than the _last_ time we were here." he said.

Cap nodded in understanding. "We'll have to notify General Fury of your presence on Earth." he said. "We'll need all the help we can get."

"You do that." Hound agreed. "I'm sure Prime will be glad to help. For now, I need to report in."

"Take care!" Wasp said.

"You, too," Hound replied, "and remember, you've got friends, out there; together, we kicked the 'Cons off this planet, before, and we can do it again!" With that, Hound transformed, and drove off across the desert. By then, Cap could see their e-vac ships far off in the horizon. Quickly, he and his teammates darted into the outpost, to prep for their extraction.

XXXXXXXX

_Midtown High, Queens, November 11_

As the lunch bell rang, Peter promptly gathered his things and left the classroom along with all the other students, his pace slow, worried. He was still no closer to figuring out what was up with his car. After getting back from web-slinging, the night before, he'd done some research on supernatural phenomena, but there were no accounts that dealt with _cars_...

"Anything wrong, Peter?"

Turning, Peter lightly smiled at the school's Physics/Auto Shop teacher, in his usual brown slacks and blue button-up t-shirt, not in his mechanic's uniform. "Nothing you can help with, Mr. Witwicky."

Sam Witwicky, in his early thirties, smiled. "Try me." he said, absently running a hand through his short brown hair.

Peter sighed. "My car's acting funny."

Sam blinked. "Car trouble?" he asked. "You want me to take a look at it?"

"It's not the kind of trouble that _most_ cars have, sir." Peter admitted. "It's less 'tune-up' and more 'Night of the Living Dead'."

Sam blinked. "You want to run that by me again, Pete?"

'_Great. My own teacher thinks I'm nuts._' Peter thought. "Mr. Witwicky...I think my car is haunted."

Sam was silent for a moment...and lightly smiled. "Older car?"

"1975 Camaro."

Sam whistled. "A man of taste." he said. "Not bad, Peter." He smiled. "Older cars often have these kind of bugs, Pete; unless it's serious, they usually work themselves out."

"Maybe." Peter said. "But, yesterday, it disappeared from where I'd parked it...and then _reappeared._ My Aunt figures that someone just swiped it, and then put it back, but..."

"I can understand where you're coming from, Pete; _believe_ me, I know." Sam said. He chuckled. "When I was your age, I had all _kinds_ of trouble with _my_ first car." His laugh grew. "It practically had a life of its _own!_"

Peter chuckled. "Yeah, that pretty much sums up my car."

Sam smiled. "Believe me, Peter, you have _nothing_ to worry about; it would be _impossible_ for your car to be any more trouble than mine was."

Peter smiled. "Good to hear, Mr. Witwicky." he said. "So, your car was a lemon, huh?"

"Well, I wouldn't say _that._" Sam corrected. "I had some of the best times of my life with that old Volkswagen Bug; met my future wife, for one. It's just that...trouble tended to follow it around."

'_Well, I already __**had**__ that problem._' Peter thought. "Thanks, Mr. Witwicky." he said.

Sam grinned. "My friends call me Spike, Pete." he replied. "See you around." With that, he headed off.

Turning back towards the cafeteria, Peter lightly smiled to himself; he had to admit, he _did_ feel better, after talking to Mr. Witwicky – _Spike_, he corrected himself. He was about to walk into the cafeteria, as he passed by a window that gave a clear view of the school parking lot...

Peter _froze_, his eyes going wide; the Camaro was gone.

Turning, Peter ran for the school's main door, bolting outside, and running around to the side of the school, where the parking lot was. He rounded the corner, coming towards the lot...

...and stopped dead in his tracks. The Camaro was _back_.

Peter's annoyance overpowered his astonishment as he marched up to the car. "Okay, that _does_ it!!" he shouted at the vehicle. "I don't know who or _what_ you are, but whatever it is you're doing..._cut it out!!!_"

As expected, the car just sat there, making no reply.

Groaning to himself, Peter shook his head. '_Maybe I'm just losing my mind..._' he thought. Then, he happened to take a look at the Camaro's grille.

The Chevrolet crest on the grille seemed..._loose_...

"Talking to your car, Parker?" Flash sneered, as he stepped out of his truck. "What, MJ finally wised up and..?"

Suddenly, the Camaro's hood popped up.

Flash's smirk quickly evaporated. "I...I got better things to do." he said quickly, as he darted off.

Peter groaned, as he promptly put the hood back down. '_Maybe my car __**is**__ haunted._' he thought glumly. As he turned, and walked back into the school, he looked up into the sky, hoping for an answer to his unasked question.

'_Oh, God...why me?_'

XXXXXXXX

_Triskelion, S.H.I.E.L.D. U.S. Headquarters, New York_

As the dark of night fell over New York City, the Triskelion was still bustling with activity; unlike most other government offices, the Strategic Hazard Intervention Espionage Logistics Directorate never slept.

Outside the impressive Triskelion building, a single catering truck pulled up to the gates. The driver presented his badge, and the guards opened the gates, allowing him in. The driver promptly complied...

...but not before a single, spindly shadow crept to the back of the truck, unseen by anyone. The shadow quickly opened the truck's door, and snuck inside, closing the door behind it.

The truck drove to the cargo area, as the driver parked it and hopped out. As he moved to the back doors, two guards joined him. "Okay, fellas, I got those donuts you guys ordered this time," he said, as he opened the doors, "so I don't want to catch any flak from...what the..??"

There, sitting next to the boxes of refreshments...was a silver-colored stereo.

The driver picked up the stereo. "Anyone order a stereo?" he asked. The guards, looking equally perplexed, shook their heads. "Well, _someone_ must have; I'll have to check the manifest." He set the stereo down a few feet away, before hopping into the back of the truck, to start sifting through the cargo, the guards keeping a close eye on him.

With the attention of the meddlesome organics elsewhere, the stereo slowly crept into the shadows on several pairs of metallic spider-legs that it had sprouted from its underside. Once it was hidden in the darkness, the Decepticon known as Frenzy completed his transformation; where the stereo had been now stood a 4-foot-tall silvery, spindly mechanoid, with hands ending in metal claws, its torso protected by metallic armor...under which hid a cannon capable of firing razor-sharp metal discs. Its head was almost insect-like, with razor-sharp mandibles where its mouth should be, and with a pair of glowing red optics.

His change complete, Frenzy quickly started to climb the walls, his claws easily letting him scale the walls, where he promptly slipped in through an air vent. Inside the vent, Frenzy skittered through the duct, following the map that Lord Megatron's associate among the organics had provided. Within minutes, Frenzy came to another grate; he quickly pulled it free, and dropped into an empty storage closet. Opening the closet door a crack, Frenzy spotted a nearby elevator...right under a security camera.

Frenzy hissed in annoyance, as he took careful aim, and fired; the razor-sharp disc spat from Frenzy's chest, spinning through the air, and severed the wires that fed into the camera, killing the video feed just as the camera had turned away from the elevator.

With the coast clear, Frenzy darted from the closet, running to the elevator and tapping the button for the floor he needed to get to. Suddenly, he heard the sound of footsteps approaching, automatically spinning towards the sound, his arms morphing into automatic weapons. Frenzy snarled; if the elevator didn't get here, soon, he would be spotted. He did not fear these primitive organics...but if he was spotted, the mission would be over...

As the female junior S.H.I.E.L.D. data-analyst rounded the corner, she saw the elevator open...and resting just inside the door was a silver stereo. Shrugging, the analyst simply stepped into the elevator, nudging the stereo inside with her toe, letting the doors close; luckily, the elevator was already going to her floor.

As the elevator emerged onto the Data Analysis level, the analyst calmly walked out, heading to her work-station, leaving the stereo behind...to Frenzy's delight. Once the coast was clear, Frenzy shed his disguise, and crept into an empty computer lab. Snickering with metallic glee, Frenzy zipped to the mainframe, opening two data-ports, linking one cable from his torso into one port, before morphing his right hand into a metal spike, jabbing the spike into the other port. Instantly, the main screen showed files being sifted through at an incredible rate, as Frenzy easily penetrated the humans' laughable excuse for a firewall. Taking the files that his Lord required would be all too easy; the somewhat-larger task would be penetrating their communications network...

XXXXXXXX

Nick Fury had just finished briefing the Pentagon on the situation when he'd gotten Reed Richards' call. Fury scowled at the young scientist. "This had _better_ be good, Richards." he warned.

Reed's near-panicked expression told him that it _was_. "_General, they're hacking the network again!!_"

Fury's eye went wide; he knew who 'they' were. "_What?!_"

"_It's true, General; the Decepticons are hacking us...and it's __**working!!**_" Reed exclaimed. "_This Decepticon is a __**lot**__ better than the one in Qatar; if we don't cut the hard lines now, they'll have whatever it is they're after!!!_"

Fury quickly switched on the intercom. "Initiate full server isolation; I want every single server cut off, _NOW!!!_" he ordered. To Reed, he added, "Where's this hack coming from?"

"_It's...it's coming from the Triskelion, General! I've tracked it to a computer lab on the fifth floor!_"

Switching on the intercom, Fury ordered, "Security to Level Five; we have an intruder!!"

"_There's more, General!_" Reed added. "_They're not just taking something, they're planting something, too! It...it looks like a virus; some variant of a Spider-Bot, but I've never seen it before..._"

Fury scowled. "Can you cure it?"

"_I don't know, sir._"

Fury's eye narrowed. "Not good enough, son; if those things have hacked us..!"

"_Understood, sir._" Reed answered. "_I'll let you know when I know more. Reed out._"

Alone again, Fury got up, and headed to Level Five, to find out just how the _hell_ one of those things had gotten in..!

XXXXXXXX

In the computer lab, Frenzy laughed to himself; in seconds, the download would be complete. He watched the progression of the download: 95 percent...96...

_Download interrupted._

Frenzy's optics went wide, as he tried to resume the download...but it was no use; the servers had been cut off.

Cursing venomously in a high-pitched electronic language too advanced for organic auditory sensors, Frenzy bashed his head against the screen in sheer frustration. After a few head-smacks, Frenzy calmed; he had _most_ of the files, and the virus had been inserted. All he had to do was escape...

Suddenly, he heard noises outside the lab; his little outburst had drawn attention.

After hearing the noise in the computer lab, two security guards stepped in cautiously, weapons raised. Looking around, they saw no sign of anything out of the ordinary...except a silver stereo next to the mainframe. "Looks clear." one guard reported.

The second nodded...and then paused. "Hang on..." he said, "...didn't the General say that these things could change shape..?"

Realizing that his cover was blown, Frenzy instantly transformed; despite their dawning realization, the two guards were taken completely by surprise. Not wanting to draw any _more_ attention, Frenzy fired a round of razor-discs; the tiny blades tore into the guards' flesh with lethal accuracy, killing them instantly. Sneering at the organics' inferior durability, Frenzy scanned the room for an alternate exit, since the base was likely on alert...and spotted an air duct above his head.

Frenzy cackled to himself; organic stupidity had saved his aft, once more.

XXXXXXXX

By the time Fury had reached Level Five, the rest of the security team had reached the computer lab; as he stepped inside, Fury frowned to himself as he saw the two dead guards, their chests pierced by tiny blades. "Put the base on lock-down; I want that thing _found!_" he barked. As S.H.I.E.L.D. personnel scrambled to follow his orders, Fury took out his cell-phone and called the Baxter Building. "Tell me that virus is taken care of, Richards."

"_I'm sorry, General, but I'm still working on it._" Reed answered. "_This virus is unlike __**anything**__ I've seen, before; it evolves almost __**instantly**__, making every attempt at neutralizing it ineffective. Even __**worse**__, it gets stronger every time we try and fail; it speeds up every time we attack it! At this rate, the penetration could spread to every file in the network!_"

Fury scowled. "What did that thing take?" he asked.

Reed's tone turned grave. "_It downloaded every file S.H.I.E.L.D. had on every known mutant and super-human, General._"he said. "_It also took one more thing: the files on a Lord Leopold Watson._"

Fury's eyebrow arched. "_Why??_"

"_I don't know, General; the Decepticon corrupted the data after it copied it...likely so we couldn't trace its search._"

Fury's eye narrowed. "Keep working on that virus, Richards." he ordered. "If the Decepticons are taking these kinds of measures, a full-scale attack could be imminent."

"_Understood, sir._"

After ending the call, Fury strode off, heading towards the main command center, to find out where that machine had gotten to.

S.H.I.E.L.D. didn't roll over for _anyone_...not even giant robots.

XXXXXXXX

_Parker residence, Queens_

It was late at night, and everyone in Queens had long since settled in for the night. At the Parker residence, the house was locked up tight, and the garage closed, with Peter's car safely inside.

Suddenly, the radio on the Camaro flared to life. "_Prime calling Bumblebee; come in, Bumblebee._"

"Bumblebee here, Prime. What's the problem?"

"_We've recently intercepted a Decepticon transmission; Soundwave is en route to the Triskelion building to retrieve Frenzy, who has apparently infiltrated the building._"

"Probably to finish what Blackout started."

"_That is most likely the case._" Optimus agreed. "_We need you to intercept Soundwave, and find out what the Decepticons were looking for; if it pertains to the AllSpark, the Decepticons must not get that information. You have to stop them before Frenzy can broadcast!_"

"Understood, Commander. Bumblebee out." Bumblebee said. As Optimus ended the transmission, Bumblebee targeted the garage-door opener, and fired a low-intensity ultra-high frequency wave, triggering it and opening the garage door, before simply driving out.

With any luck, he could be out and back before Peter realized he was gone.

XXXXXXXX

As he swung over the city, Spider-Man had to admit that it was quiet...almost _too_ quiet.

There hadn't been so much as a cat stuck in a tree, all night. While he didn't mind the break...he couldn't help but feel that something was up.

Regardless, after several hours of just swinging around, it was time to call it a night. Turning in mid-air and firing another web-line, Spider-Man started to swing home...when his spider-sense went off. He followed it to the street below...

...and spotted the Camaro, driving into the city, near the Triskelion building.

'_What the..?!_' Spider-Man thought. His thoughts turned angry; possessed or not, that was _his_ car, and he wasn't _about_ to let some punk steal it. He swung low, coming right towards the Camaro, before he let go of the web-line, landing right on the windshield. "Hey, didn't your mama ever teach you not to take things that don't belong to...you..?" His quip died in his mouth as he looked into the cab...and saw no-one there.

_The Camaro was driving itself._

'_Oh my God...I DID buy Satan's Camaro!!_' Spider-Man mentally cried. Suddenly, as the Camaro rounded a turn, his spider-sense went _nuts_, as he spotted another car a few meters ahead of the Camaro...a black, customized Corvette.

'_Hey...that's the car I spotted, a couple nights ago!_' Spider-Man thought, his eyes narrowing behind his mask. Whatever this Corvette was up to, his car was clearly after it...and, chances were, it was _nothing_ good. Quickly, Spider-Man hopped up on top of the roof, crouching low, as the Camaro gunned its engine, closing on the Corvette.

As the Camaro got close, Spider-Man thought he could see a pair of glowing red eyes in the back seat of the Corvette. The Camaro took a hard turn, keeping the Corvette in range, matching it in speed. Suddenly, the Corvette sideswiped a light-pole, causing it to fall into the Camaro's path. The Camaro slammed on its brakes, but Spider-Man fired a web-line at the Corvette, latching onto its roof and pulling himself towards it, as the Camaro executed a perfect turn, taking a side-road.

As Spider-Man adhered to the Corvette's roof, the Corvette swerved, trying to shake him off. Spider-Man climbed towards the Corvette's windshield...and found no driver. '_Big surprise._' Spider-Man thought...seconds before the Corvette slammed on the brakes, sending him flying off the car, to slam hard into a wall. As Spider-Man recovered, the Corvette swerved towards him, ready to drive straight at him...

...and then the Camaro roared out of an adjacent road, slamming into the Corvette, knocking it aside. The Corvette drew back...and then peeled out, driving off. The Camaro simply turned towards Spider-Man, slowly inching towards him, as Spider-Man simply regarded it curiously.

'_Okay...maybe it's not __**Satan's**__ Camaro..._' he thought, '..._but __**something**__ is up with this car._' "Uh...thanks." Spider-Man said to the vehicle.

The Camaro simply revved its engine.

'_Oh...__**kay**_' Spider-Man thought. With that, he fired a web-line, and pulled himself up to the roof-top, before swinging off.

Within a few minutes, Spider-Man had reached his home neighborhood...but touched down on the rooftop across from his house, crouching low, keeping his house in sight.

'_I __**have**__ to be the only guy in the city who has to stake out his own car._' Spider-Man thought. No matter what, one way or another, he was going to figure out what was going on.

Even if it took all night.

XXXXXXXX

After Spider-Man had left, Bumblebee sighed to himself. "Prime, this is Bumblebee." he said into his radio. "I lost Soundwave; Spider-Man followed me, and Soundwave would've slagged him..."

"_You made the right call, Bumblebee._" came Optimus' reply. "_We'll take extra care in monitoring Decepticon communications; with any luck, we can figure out what they were looking for in time to stop them._"

"What about Peter?" Bumblebee inquired. "He's getting pretty nosy, Optimus; sooner or later, he'll figure me out."

"_I agree, Bumblebee; we'll be making contact with him very soon...but right now, we need a better idea of what the Decepticons are planning. If we bring Peter into this too soon, we could endanger him. For the present moment, we continue our search for the AllSpark, as well as for the Decepticons._"

"Understood, Prime. Bumblebee out." As the transmission ended, Bumblebee drove off, heading back to Queens. As he pulled into the Parkers' garage, Bumblebee's sensors spotted a heat-signature on the opposite building. Bumblebee chuckled to himself. '_Sneaky little slagger, ain't you?_' he thought. With that, he triggered the garage door, closing it behind him.

XXXXXXXX

_Undisclosed location_

In the temporary headquarters he had selected for himself and his forces, Megatron smiled as he received the data that Frenzy had just transmitted. "_Well done, Frenzy, Soundwave._" he said over the radio. "_As always, my second, you serve me well._"

"_I am at your command, Lord Megatron._" Soundwave replied...followed by Frenzy's chatter in their native language.

Megatron chuckled as he reviewed the data. "_To think, that all these changes occurred in only about a tenth of a vorun._" he mused. "_Organics may be inferior, but they certainly grow fast._" His smile grew even more sinister – if such a thing were possible. "_And it was certainly kind of that foolish insect Fury to gather such useful information for us._"

"_Your orders, my Lord?_"

Megatron paused, thinking. "_Stand by for further instructions._" he said. "_I have yet to fully study all of these files...and I intend to pay particular attention to this 'Spider-Man,' who attempted to interfere, just now._" He chuckled. "_The young Peter Parker may be an annoyance now, but that will soon change, once the AllSpark is ours._"

Megatron smiled to himself, as he thought of that unfathomable power, the power that had almost been his...but his dear 'friend' Optimus Prime had kept him from it, allowing the source of all power on Cybertron to escape their world.

And now...now it was within his grasp.

He needed only to discern the connection that this human – this 'Leopold Watson' – had to it...and the universe would, at long last, be _his_.

And nothing – not Optimus Prime; not his Autobots; not the humans; and _certainly_ not this 'Spider-Man' – would change that.

XXXXXXXX

_Coming Soon:_

_As Peter draws closer to the truth behind his car, the Decepticons make their move._

_Will Peter realize the truth behind his 'haunted' car?_

_Can the Autobots warn him in time?_

_Find out, in "Robots in Disguise," coming to your computer soon…_


	4. Robots in Disguise

CHAPTER THREE: ROBOTS IN DISGUISE

_"I love Peter; I always have, and I always will. I admit, when we first started dating – and when he first told me about being Spider-Man – I didn't take his responsibility as seriously as I probably should have...which caused us __**both**__ a lot of heartache. But I get it, now; I understand why Peter does what he does...well, I like to __**think**__ I do...and I love him even __**more**__ for it. Still – and I'm __**really**__ not trying to sound mean, here; I know the risks – I'd always thought that any trouble I'd ever get in would be related to him being Spider-Man...but, __**boy**__ was I ever wrong..." – Mary-Jane Watson._

_Triskelion, New York, November 12, 2007_

The sun was just starting to appear on the horizon over New York City, with much of the sky still dark...but the Triskelion was still as busy as ever before, _especially_ after the latest 'incident'.

As Nick Fury strode into the briefing room, he was glad to see that all of the Ultimates had gathered there; Cap, Wasp, and Iron Man were present, as was the mutant speedster Pietro "Quicksilver" Lensherr, clad in his usual black-and-silver bodysuit, and his probability-modulating twin sister Wanda "Scarlet Witch" Lensherr, in her regular black-and-red uniform. Also present was Thor, in his usual armored vest and pants, his war-hammer – "Mjolnir" – strapped to his back. Clint "Hawkeye" Barton, in his uniform, was also present.

"Thank you for coming on such short notice." Fury greeted. "I trust you've all read the briefing?"

Each of them nodded. "I still can't believe it." Scarlet Witch murmured.

"Nor I." Thor added. "And you say these foul machines – these 'Decepticons' – have returned?"

"We saw one with our own eyes, Thor." Cap said. "And it might have been the _last_ thing we'd have ever seen, if that Autobot – Hound – hadn't shown up."

"Ever since the Transformers left Earth, the possibility that they might return was always a reality." Fury said. Scowling he added, "But the more time passed, that possibility became more and more far-fetched; some people in the government figured that they'd just destroy each other, out in space."

"But why now?" Hawkeye asked. "Why not a year ago, or five years ago?"

"We don't know." Fury said. "But I'm willing to bet that it has something to do with this 'AllSpark' that the Decepticon mentioned. Regardless of why, the fact is that they're _back_. Right now, we need to make contact with Optimus Prime and his Autobots."

"There have been reports of 'ghost cars' throughout New York City, these past few weeks." Quicksilver said. "That _has_ to be them."

"But why haven't they contacted us?" Wasp asked.

"Knowing Optimus Prime, he was likely trying to keep us out of whatever fight was coming." Fury answered.

"_Too bad it didn't work._" Iron Man said. "_Do we have any idea as to where they are?_"

"None, so far." Fury said. "Our satellites are combing every inch of the planet...but we're dealing with robots that can change into vehicles; it's like looking for a needle in a haystack."

"And these Decepticons can do the same." Thor said.

"We might have walked right past one, and not even known it." Wanda said. "_God..._"

"They could be _anywhere._" Fury agreed. "And that's why we have to contact the Autobots A.S.A.P. Not only that, but we're going to need every bit of help we can get."

Cap's eyes narrowed warily. "General?"

Fury sighed. "The Pentagon has ordered me to speak with Giant Man...and, if he agrees, to reinstate him, albeit _temporarily._"

Wasp jumped from her seat. "General, are you _joking?!_" she shouted. "Hank _betrayed_ the entire team!! And now you want to set him _free?!_"

Fury sighed; he figured that Wasp wouldn't be happy about this little deal with her ex-husband. "Believe me, Wasp, I'm not happy about this, either, but we're dealing with giant alien robots hell-bent on _annihilating_ the human race and stripping Earth _bare._ Hank's abilities are going to be essential, whether we like it or not."

Wasp's eyes narrowed. "Fury...he almost _killed_ me..."

"...which is why this is a _provisional_ reinstatement, Dr. Van Dyne." Fury replied. "We're going to be watching him like a _hawk_."

Wasp turned to Cap. "Steve..."

Cap's expression was regretful, as he considered both her and Fury's words...before he turned to his girlfriend. "I'm sorry, Janet, but the General is right, as far as Hank's abilities are concerned; his ability to go giant will certainly help level the playing field." he said. Seeing Janet's hurt expression, Cap turned to Fury, his eyes narrowed. "But I want to make sure we're clear on this, General; even if he helps us, Hank is _not_ to be allowed to get off, scot-free; if _that's_ the price he asks, as far as I'm concerned, we're better off _without_ him."

Janet smiled weakly. "Thank you."

Fury smiled grimly. "Don't worry about _that_, Captain; we won't be letting him off the hook." he replied. "The _best_ he can hope for is getting his sentence lowered from _life_ to seventy-five years; the U.S. government does _not_ take kindly to traitors."

Wasp looked satisfied with that. "_Good._"

"What about the X-Men?" Wanda inquired. "Surely they would..?"

"I've attempted to contact the Institute several times," Fury replied, "but with Charles Xavier's death, Mr. Summers seems intent on keeping the Institute a place of learning, and nothing more."

Pietro's eyes narrowed. "Maybe _we_ should talk to them."

"Not an option, right now, Quicksilver." Fury said. "We need every resource we have ready in case the Decepticons try anything, and if you and your sister try to force the Institute into anything, all we'll get is a fight we do _not_ need. Now, Richards and his team are willing to assist us, but right now, they're the best chance we have of neutralizing whatever virus it was that the Decepticons put into our system, so, essentially, we're on our own."

"Which is why we need to contact the Autobots as soon as we can." Cap finished.

Fury nodded. "For the moment, all of you are on high alert; we have no idea when that virus is going to go off, but it's a safe bet that when it _does_, the Decepticons are going to launch a major offensive. We're stepping up our surveillance across the globe; once we locate the Autobots, we plan to make contact." he said. "This briefing is over." His expression turned grim. "Good luck to us all." With that, he headed out, while the Ultimates headed to their ready-posts.

XXXXXXXX

_Parker residence, Queens_

As the morning sun started to peek through the clouds, a very tired Spider-Man started to pick himself up from his stake-out perch across from his own house.

He'd been there all night...and the Camaro hadn't so much as _budged_.

'_Last time I stake out a haunted car._' Spider-Man groaned, as he fired a web-line, swinging across to his home, unseen, before creeping in through the attic window. He quickly changed out of his costume, and flopped onto his bed, hoping to catch a few Z's...

"Peter! Breakfast!"

Slowly, Peter opened one bloodshot eye, groaning as he dragged himself back out of bed, before pulling on his street clothes and heading downstairs. As he walked into the kitchen, his Aunt May noticed his weary expression. "Oh, dear...rough night?" May asked.

"Sort of." Peter replied, smiling wearily as he started munching on his cereal. "I don't think I'm up to driving to school, today."

May nodded. "Did you want me to give you and Mary-Jane a lift to school, today?"

"Yeah...that would be great." Peter murmured, his eyes starting to pull themselves shut. Then, he remembered last night. "Aunt May?" he asked. "While I'm at school...could you just...keep an eye on my car? You know, just keep it in the garage?"

May smiled. "Of course, Peter. I won't let it leave the garage."

Peter smiled, relieved. "Thanks." After he had finished breakfast, Peter quickly gathered his things, and headed to the garage, getting into the family car...parked next to the Camaro. As Aunt May got in the driver's seat, Peter spared one look at his car...before his eyes shut, giving him a few moments of blessed slumber, as Aunt May drove them to the Watson residence, to pick up MJ before heading to Midtown High.

XXXXXXXX

_Downtown New York City_

As the noon sun rose high over New York City, a lone police car drove down the streets. None of the citizens paid it any mind; it was just another patrol car at work.

They were too wrapped up in their pitiful little lives to notice the phrase written on its side...or that its driver never moved an inch as he drove...

"_Barricade, report._"

In vehicle-mode, Barricade suppressed his surprise. "I live to serve you, Lord Megatron." he answered his leader's transmission. "I have found no traces of the accursed Autobots, my Lord."

"_That is disappointing, Barricade...but, at the moment, unimportant._" Megatron answered. "_I have found the link to the AllSpark that we have been searching for. The historical files we extracted mention a 'Lord Leopold Watson,' who lived less than two voruns ago; in his last few cycles of life, he told his relatives of a discovery he once made. The file also makes reference to several glyphs he once sketched, taken from his prosthetic lenses; the organic once saw our language._"

Barricade felt his processors momentarily stall as he considered his ruler's words. "My Lord...he may have seen the AllSpark..!!"

"_Precisely._" Megatron confirmed. "_At the very least, the insect may provide us with the next clue to the AllSpark's location. The organic may be gone...but his descendants remain._"

"What are your orders, my Lord?" Barricade asked.

"_One of Watson's spawn dwells in this city; in the settlement of Queens, to be precise – a 'Mary-Jane Watson;' I am sending you all available data on her, now._" Megatron said. "_Your orders are to apprehend the Watson female, and procure these lenses. If the female is not forthcoming with the lenses, you are to bring her here, so that we might...persuade her._"

Barricade chuckled. "Gladly, my Lord." he agreed. Then, he paused. "There is but one question, Lord Megatron; if the data files are correct, this female is the spark-mate – or the organic equivalent of a spark-mate – of Peter Parker, the powered human designated 'Spider-Man'. As such, it is very likely that he will be with her."

"_I am not interested in that insect, Barricade; only the lenses interest me._"

"Of course, my Lord; I will apprehend the female." Barricade said. Under his vehicle-mode, he smiled, as he asked, "And if the Parker youth objects?"

Megatron's electronic voice portrayed ultimate disdain. "_**Eradicate**__ him._"

Barricade chuckled. "It shall be done, my Lord."

"_For your sake, Barricade, it had best be done quickly. Megatron out._"

As Megatron ended the transmission, Barricade turned, and drove towards Queens, savoring the task at hand. The human educational facility would be concluding activity in a few earth-hours; _just_ enough time for him to get into position.

Soon, they would have a clue to the AllSpark...and he would get the chance to stomp a squishy.

Life was good.

XXXXXXXX

_Midtown High_

The morning passed fairly quickly, and as lunch-time came around, Peter wasn't feeling as tired as before. After heading to the cafeteria, Peter sat at his usual table with MJ and Kitty. "Hey, Tiger." MJ greeted as Peter sat down. Her expression became concerned. "Rough night?"

"You could say that." Peter said.

Kitty chuckled. "Yeah, seeing you start to doze off in Chem class was a bit of a red-flag."

Peter managed a wry smile. "So, what's new with you two?"

Kitty frowned. "Nothing, except that the Geography teacher is a racist _prick._" she muttered.

Mary-Jane nodded. "You'd think that the school would have _screened_ for psychos like him." she agreed. To Peter, she asked, "So, what's wrong with the Camaro, Peter? You never told me why your Aunt May gave us a lift to school."

"I didn't want to say why in front of her; after her finding out about me, I didn't want to stress her any _more_ than I already have." Peter said. He lowered his voice. "There _is_ something weird about the Camaro."

Kitty looked concerned. "_How_ weird?"

"'Driving-by-itself' kind of weird."

MJ gasped. "You mean...it _is_ haunted?"

"I don't know," Peter said, "but...I don't think it's evil; my spider-sense has _never_ gone off – well, at least not in a _bad_ way – around it, and it actually saved my bacon from _another_ car, last night."

Kitty chuckled. "Maybe _Casper_ is haunting it."

Peter lightly chuckled at that, before his expression became serious again. "Regardless, until I figure out what's giving the Camaro wanderlust, I'm keeping it in the garage."

Mary-Jane smiled. "Then I guess we can walk home, today?"

Peter smiled back. "Nothing wrong with a little exercise, I suppose." he agreed. Just then, the lunch bell rang out, prompting them all to return to class.

XXXXXXXX

_Parker residence_

As mid-afternoon came around, May Parker had sat down in her living room, enjoying a nice cup of tea before she stepped out to run a few errands. She had been watching the afternoon news, which was still talking about the attack on the air base in the Middle East; no-one had claimed responsibility for it, which was quite odd.

'_And we think our own problems are earth-shattering._' May thought sadly, finishing her tea. After she had washed the few dishes she had used, May put on her coat, picked up her purse, and headed towards the garage. She reached for the doorknob...when she heard what sounded like static...like a car's radio tuning. Slowly, she opened the door, quietly, so as not to alert anyone in the garage; if it was a prowler, she was in big trouble. She opened the door...

...and _froze._

There was no-one in the garage...and the static was coming from the Camaro...but that was _nothing_ compared to what she heard next.

"_Bumblebee, this is Prime._"

May quickly darted out of sight, her mind reeling; she _recognized_ that commanding voice – she knew who that was...

"Bumblebee here, Prime." the Camaro replied, shocking May further. "What's the problem?"

"_We have a Priority One alert, Bumblebee; Elita-One has intercepted a Decepticon transmission...from Megatron himself._"

"Terrific." the Camaro muttered. "Did she get a fix on Slag-Face's position?"

"_Negative, Bumblebee, but we now know what the Decepticons are after. Megatron has ordered Barricade to apprehend Mary-Jane Watson._"

May suppressed a gasp at that revelation.

"Peter's spark-mate??" the Camaro asked. "_Primus_, what'd she do to get _Megs_ fritzed?"

"_The files that Frenzy stole from the Triskelion must have been about one of her ancestors...who may have encountered the AllSpark; this contact apparently left a coded imprint upon her ancestor's prosthetic lenses. Megatron has ordered Barricade to find her and retrieve the lenses...at all cost._"

May suppressed another gasp, at the thought of that sweet girl being hunted by those _monsters..._

"_Slag._" the Camaro cursed.

"_It gets worse, Bumblebee; Megatron has also ordered Barricade to destroy Peter if he interferes._"

"And knowing Pete, he's not gonna sit idly by while that son-of-a-glitch goes after his femme." the Camaro finished.

"_Bumblebee, you have to get to Peter and Mary-Jane before Barricade does, and get them to safety._"

"I'm on it, Prime." the Camaro replied. "I'm assuming that we're going to make contact with him, now."

"_Correct, Bumblebee; as soon as Peter and Mary-Jane are safe, contact us for further instruction. Our sensors have Peter and Mary-Jane heading away from their school...and Barricade is closing on them; you have to go __**now!!**_"

"You don't have to tell me twice, Commander; I'll get Pete and his femme clear of that scrap-head, and beat seven kinds of slag out of Barricade while I'm doing it!"

"_Then get rolling, Autobot! Prime out._"

As the transmission ended, May's head was spinning; her boy was in danger. She had to _warn_ him..!

She turned to head back into the house...and her purse slipped off her shoulder, landing on the floor with a small _thud._

The Camaro heard it. "_Mrs. Parker???_" it cried. May froze. "Oh, _scrap._ How much did you hear?"

May took a deep breath...and walked into the garage. "_Everything._" she murmured, trying very hard not to cry. "Those...those monsters are...are going to hurt Peter..!!!"

"Not while _I'm_ here, ma'am." the Camaro answered. "I need you to open the garage door for me, Mrs. Parker; Pete's tough, but Barricade's got the element of surprise."

Nodding, May quickly opened the garage door. "Please...bring them both back safely." she pleaded.

The Camaro chuckled. "That's the plan, ma'am." he answered. Then, the Camaro's ignition spontaneously switched on, as the car roared to life, gunning its engine and peeling out onto the road, racing off, leaving May alone with her worry.

XXXXXXXX

_Queens, a few minutes earlier_

After class had let out, Peter and Mary-Jane had gathered their things at their lockers, and headed out of the school, walking home. Peter smiled, as he looped an arm around MJ's shoulders, letting her lean against him as they walked. "This is nice." he said. "No police sirens, no costumed psychos..."

"No ghost cars." MJ interjected, giggling.

"...just you and me, having a nice, normal walk." Peter finished.

MJ smiled. "Yeah, it is pretty nice." she said. Then, she smiled sheepishly. "Peter? I just remembered: I promised my Mom that I'd get home early; we're expecting more of Great-Great-Grandpa Leopold's stuff to arrive from England, and I promised I'd help organize it. Can we cut through the old section of Queens?"

"The abandoned part?" Peter asked. "I don't know, MJ; that place is pretty dangerous..."

Mary-Jane sighed. "Yeah, I guess you're right..."

Peter felt his resolve start to falter. "Well...okay." he said. "I know a shortcut; we should be able to avoid most of the dangerous spots. We'll be in and out."

MJ smiled, and gave his arm an extra squeeze. "Thanks, Tiger." she cooed. With that, they both headed towards the old part of Queens.

After a few minutes of walking, Peter noticed that the streets were pretty empty; there wasn't a soul in sight. Peter was automatically on guard; this was _always_ when something bad happened...

He _hated_ being right.

Peter was nearly knocked off his feet as his spider-sense went _ballistic_; there was something _really, really, really_ bad coming towards them. MJ noticed his reaction. "Peter?" she asked. "What's wrong?"

"Something's coming." Peter replied. "MJ, I need you to head to _that_ corner and _hide._" He gestured to a street corner. "Just duck into an alley, and stay out of sight; chances are, whatever it is, it's gunning for _me_. I'll duck out of sight until I see what we're dealing with, and when it comes after me, I'll lead it away; when I do, you just head down 5th Street – it'll take you right to our neighborhood."

Mary-Jane looked stricken. "But, Peter..."

"No buts, MJ." Peter said firmly. "I need to make sure you're safe." Reluctantly, MJ nodded, and ran around the corner, hiding in a darkened alley. With his girlfriend safely hidden, Peter darted into another alley, and was about to don his costume...when his spider-sense flared up again...

...as a police car slowly drove by the alley.

Peter froze. '_Huh??_' he thought. There was no mistaking it: that patrol car was setting off his spider-sense. Peter kept low, waiting for police officers to rush into the alley...but none came. Slowly peering out, Peter saw the car slowly starting to round the corner.

His eyes widened; whatever this car was, it wasn't after _him_.

It was after _Mary-Jane!_

Peter quickly darted out of the alley, calmly walking towards the car. "Excuse me, officer?" he called, causing the car to promptly stop, still a good distance from MJ's hiding spot. "I'm a little lost." Peter added, approaching the driver's side window, hoping to talk to the driver, giving MJ time to escape. "I was wondering: could you direct me to..?"

Suddenly, his spider-sense flared...seconds before the driver's side back door, slammed into him, knocking him down. Lightly coughing, Peter picked himself up, before he marched over to glare at the policeman in the driver's seat. "Okay, pal, I _know_ you're not a _real_ officer!" he accused. "So just _lose_ the fake moustache and tell me what's going on?!" With that, he reached through the open window to rip that fake-looking moustache off the guy's face...

...and his hand passed right _through_ the officer, as if he wasn't even there...seconds before he fizzled into nothingness, like a bad T.V. signal. Peter froze, automatically backing up, as his spider-sense went _nuts_, just _screaming_ at him to _get the hell away from that car..!!!_

"You should have stayed out of it, organic."

Peter's eyes widened, as he heard that cold, metallic voice, coming from the police car...seconds before the car started to _transform_, metal and gears shifting and rearranging, grinding into new positions...as the car-thing _stood up_ on legs that had folded out from where its trunk had been, its hood shifting back to form shoulders, with black-metal clawed hands, attached to powerful arms, all connected to a powerful black-metal torso...and then, a head emerged from the torso, with a spiked head-crest, a mouth full of razor-sharp metal teeth...and a pair of malevolent, glowing red eyes...

...and there, in the center of its chest, was the crest of a robotic face, dark purple, angular and menacing, glaring at him with evil intent.

Peter recognized it. He knew what this was; even as his conscious mind was shocked beyond belief, his logical brain understood what was happening...

The Decepticon roared in metallic rage, as it swung its metal fist at him. Peter's reflexes instantly kicked in; he darted to the side, as the robot's fist smashed the asphalt where he'd been seconds ago. "_STAND STILL, INSECT!!_" the Decepticon thundered, as his hands began to shift, forming automatic weapons, before taking aim at him...

'_Aw, man,_' Peter's mind thought under his extreme panic, '_I __**hate**__ how these things can do that..._'

The Decepticon opened fire, sending a spray of high-caliber rounds searing towards Peter; even with spider-agility, Peter was just barely able to flip, spin, and dart away from each and every one, only angering the mechanical maniac even further. After evading the last bullet, Peter's shock had faded to his usual level of on-the-job stress; he was just fighting another lunatic...

...who happened to be at least twenty feet tall and made of metal.

Darting away from another rain of bullets, Peter ran right at the Decepticon; if he could jump onto it, he might have a chance to find a weakness...

...but he quickly learned that he didn't have _quite_ as much of a speed-advantage as he'd thought.

With swiftness that belied its size, the Decepticon re-formed its hand, before slamming Peter with a back-hand strike, sending him flying across the street, to crash into a wall, cratering it. Peter sagged to the ground, coughing, dazed...

"_PETER!!!_" Mary-Jane screamed, emerging from her hiding spot as she saw him fall.

"_RUN, MJ!!!_" Peter shouted.

MJ's scream bade the Decepticon to turn towards her, his optics narrowing as he spied his _real_ target...and frightened human emerald met angry robotic red. "_**OH MY GOD!!!**_" MJ screamed, frozen to the spot.

The Decepticon let out a low snarl, as he stomped towards Mary-Jane, who frantically started to back up, trying to get away, until she was backed up against a broken-down car. The Decepticon slammed its metal fists down on either side of the car, as his voice boomed out over her shriek. "Are you 'MSN username Spydergurl229'?!!"

Mary-Jane froze. "W-W-What?"

"ARE YOU MARY-JANE WATSON?!!!"

MJ fought back tears. "Y-Yes."

"WHERE ARE YOUR ANCESTRAL ARTIFACTS?!!!"

MJ's eyes started to water. "M-My w-what?"

The Decepticon's tone grew _angrier._ "_WHERE ARE THE OPTICAL ENHANCERS?!!!!_"

Mary-Jane's eyes were watering, now. "I...I don't know what you're talking about..."

As Peter recovered from getting a metal fist in his gut, he saw the evil machine looming over MJ...and fear for her focused him like a _laser._ "Hey, Tin-Grin!!" he shouted, as he ran right at the Decepticon. "We're not through, here!!" And he punctuated the sentence by leaping into the air, unleashing a leaping kick on the machine's head.

Peter's momentum, combined with striking above the Decepticon's center of gravity, as well as the machine's surprise at being _attacked_, sent the metal monster flying to the side, a good ten feet away, as Peter landed in a graceful crouch, before checking on Mary-Jane. "MJ, are you okay?"

"P-Peter?!" MJ cried, still in the grip of hysterics. "W-What was that?!"

A metallic roar cut the air, as the Decepticon leapt to its feet; the wheels on its forearms shifted around, shedding their rubber coating, as the hubs expanded into deadly, spinning spiked wheels, the wheels extending handles, becoming lethal flails.

'_Terrific,_' Peter thought, '_I just __**pissed off**__ the giant, murderous robot. Brilliant move, Parker._' Fortunately, Peter still had clarity of thought under the situation – since these kinds of things happened to him every other day. As the Decepticon stomped towards him, Peter quickly yanked his web-shooters out of his knapsack, clipped them onto his wrist, and fired a web-glob at the Decepticon's optics. The Decepticon howled, unleashing venomous curses in what sounded like _royally_-pissed-off binary, trying to get the webbing off its optics. Peter took advantage of the break by firing web-lines at its forearms, then running right _under_ its legs, before giving a good, solid _pull_, flipping the robot _flat_ on its back. With his foe temporarily disabled, Peter started to walk towards Mary-Jane, to get her out of here...

_Big_ mistake.

The Decepticon quickly shifted back to vehicle-mode, gunning its engine and racing towards Peter; Peter's spider-sense went off just in time for him to dodge the main force of the ram-attack, but the car still clipped him a good one, sending him sprawling to the side. The car then stopped, as the Decepticon shifted back to robot-mode, before pulling off the webbing. "It's been a while since I _stomped_ one of your kind, squishy." he sneered. "I plan to _enjoy_ this!" He lifted up his massive metal foot...

Peter quickly fired a web-line, and pulled himself away _just_ as the Decepticon's foot smashed into the concrete. "I hate to disappoint you, Rust-Bucket," Peter shot back, flipping to his feet next to MJ, "but we're not _quite_ so easy to squish, anymore!"

The Decepticon scowled...and then sneered, as his arm shifted into a deadly-looking arm-cannon. "Scrapping you the old-fashioned way will have to do, then." he snarled, as he took aim at Peter, who readied himself to grab MJ and dodge. This would be close..!

Suddenly, the roar of an engine cut the air, as the Camaro raced out of a nearby alley, knocking over the surprised Decepticon, and sliding over to Peter and Mary-Jane. The doors popped open, and the engine revved twice; it wanted them to get in.

A few minutes ago, Peter might have hesitated, but after seeing the Decepticon, new possibilities were popping into his head. If the police car was a Decepticon...then the Camaro _had_ to be a..!

"MJ, get in the car." Peter instructed.

"_What?!_" Mary-Jane cried.

Out of the corner of his eye, Peter saw the Decepticon start to get up. "MJ, we have to go." he said. "This car isn't going to hurt us."

MJ shook her head. "I...I _can't_..."

Peter grabbed her by the shoulders. "Mary-Jane, _trust_ me; if he's what I think he is, we'll be okay." he assured her. At those words, the frightened girl nodded, and got into the passenger seat, while Peter hopped into the driver's seat; the doors shut, and the seatbelts slid across their chests, as the Camaro _floored_ it, racing away from the Decepticon.

As the Camaro sped through the streets, Peter tried to calm himself, to organize the thoughts that were racing through his head, the questions he wanted to ask his 'car'...but he put those thoughts aside, as he saw that MJ wasn't _nearly_ as calm as he was.

Seeing a giant, murderous robot tended to freak one out. Heck, _he'd_ been initially freaked at seeing it, and _he_ saw weird stuff on a daily basis. For Mary-Jane, however...

"Oh my God...oh my God..." MJ whimpered, still in hysterics. "Peter...what _was_ that thing?!"

"MJ..." Peter soothed.

"It...it just _changed_, Peter!! It changed and it started attacking you!!!"

"MJ..." Peter said. If he could just _tell_ her what he'd realized.

"And what is _with_ this car?!" Mary-Jane cried. "_God_, Peter, this whole mess _started_ when you _bought_ this stupid piece of _junk!!!_"

"_WHO THE SLAGGIN' HELL ARE YOU CALLING A PIECE OF JUNK, LADY?!!!_"

MJ _froze_ when that voice came from the Camaro's radio, surprising both her and Peter, even though Peter had been expecting it. "MJ...that's what I was trying to tell you." Peter said. "I don't think my car is _really_ a car."

"Oh my God...this car...it's just like that _other_ one!!" MJ cried. "It's going to change and start attacking us!!"

"No, MJ, it isn't." Peter assured her, but it was no use; she was in full 'freak-out' mode. "Hey," he said to the Camaro, "can you pull over? She needs fresh air."

"Sure thing, Pete. I think we lost him." the Camaro replied, as it pulled into an empty construction site; by then, the sun was starting to set. The Camaro came to a stop, and Peter and MJ got out. Peter then simply held the woman he loved close, letting her cry. "It's okay, MJ." he whispered. "It's okay." After a few minutes, Mary-Jane's hysterics had subsided, and Peter released her from his embrace. "Like I said, MJ," Peter added, "my car isn't a car." With that, he fired a web-line at the Chevrolet insignia on its grille – the loose symbol he'd tried to inspect, the other day – and pulled.

The chevron came right off...revealing the crest of a bright red, plain, trustworthy robotic face underneath it.

MJ gasped. "It's...he's..."

"...an Autobot." Peter finished. '_Oh, duh!_' he mentally berated himself. '_How dumb __**am**__ I? Why didn't I see this, before?_'

The Camaro chuckled. "I think he said the secret word." he said. "I'm surprised you didn't figure it out before, Pete."

Peter chuckled. "Hey, you guys have been gone a while; with so much other stuff that could be around, 'alien robot' isn't the solution that most readily comes to mind." he said. "So, which one are you..." But he stopped, as he considered the Camaro's paint job, his youthful-sounding voice...and it hit him. "_Bumblebee!_"

Bumblebee laughed. "Got it in one, web-head!"

Peter froze. "You...know about me?"

"Afraid so, Pete; Prime's had me watching your aft these past few kilo-cycles."

Mary-Jane was still a bit shocked. "Then...that other robot was..."

"...a Decepticon." Bumblebee confirmed. "Barricade, Megs' go-to-bot for infiltration; all 'Cons get their chips off lying, but Barricade takes it to a _new_ level. Figures he'd scan a police car."

Suddenly, the 'police car' roared around the corner, heading into the construction site. "Speak of the Pit." Bumblebee muttered. "Listen, Pete, you take Mary-Jane and get out of here; I'll meet you two back at your house." Then, he chuckled. "Now, as an old pal of mine would say, it's time to _bust_ some Decepti-chops!"

And with that, the Camaro started to change; massive metal arms extended out from under the hood, as the car folded in half, its dash becoming a torso, with massive metal legs standing up from the trunk, the doors of the Camaro shifting up like wings, as a head rose out of the powerful metal torso, almost human-like in appearance, with two bright blue optics. Then, a yellow metal face-mask slid down over Bumblebee's face, giving him an almost insect-like appearance. "Peter, Mary-Jane, get out of here _NOW!_"

Barricade raced straight towards Bumblebee as Peter and Mary-Jane retreated, transforming as he closed on his foe. "_Autobot SCUM!!!_" Barricade roared, as he tackled right into Bumblebee, his momentum knocking the slightly-smaller mech off his feet...but Bumblebee had been ready; instead of fighting the inertia, Bumblebee rolled with it, falling back, before _kicking_ Barricade off in a throw, sending the Decepticon crashing to the ground a good twenty feet away. As Bumblebee got up, the enraged Barricade did the same, before morphing his hand into a cannon and firing at Bumblebee. Bumblebee quickly darted aside, causing Barricade to miss, his blast detonating against construction scaffolding. Bumblebee strafed around Barricade, his hand shifting into a plasma-cannon, as he fired through the openings between buildings; 'Bee's aim was dead-on, as several plasma-blasts connected, knocking Barricade flat on his cast-iron keister. Barricade snarled in fury...before he shifted into vehicle-mode, driving out of sight.

As Bumblebee slowly walked through the construction site, his plasma-cannon at the ready, humming with power, Peter and MJ watched from the alley they had hidden in. MJ breathed a sigh of relief. "Thank God that thing is gone..."

Peter's eyes widened as his spider-sense started flaring up; that had been _way_ too easy. "Barricade isn't gone yet, MJ." he whispered. He leapt to the wall, adhering to it. "You stay here; if anything goes wrong, you sneak out the back and run as fast as you can to my house...and don't stop for _anything._"

MJ looked stricken. "You're...you're going to _fight_ that thing?!"

"Bumblebee saved my neck, Mary-Jane; he needs every edge he can get." Peter replied. He lightly smiled. "I'll be okay."

MJ smiled weakly. "Okay." she cooed. With that, Peter stealthily crept up the wall, to get a better view.

With the shadows of twilight settling over the city, Peter went unnoticed by Bumblebee – and, hopefully, Barricade – as he leapt to an adjacent building, looking down, trying to spot the Decepticon, listening to his spider-sense...

_There!_

The glint of black chrome betrayed Barricade's position, as the 'police car' lay hidden in the shadows of a darkened alley, its engine silent...as Bumblebee started to walk right in front of it..!

"_BUMBLEBEE!!_" Peter shouted. "_TO YOUR LEFT!!!_"

Instantly, Bumblebee turned as Barricade roared out of the alley, transforming and extending his spinning flails; Bumblebee didn't have enough time to get a target-lock...

...but Peter's warning had given him _just_ enough time to tap a small unit at his waist.

Instantly, a faint blue force-field surrounded Bumblebee nano-seconds before Barricade's flails hit him; the impact sent Bumblebee flying, but the field blunted the blow considerably, preventing Bumblebee from taking any serious damage. Bumblebee hit the ground, skidding a few feet, before doing a hand-spring, coming back up, rolling back a few feet more from the wheels in his feet...before crossing his arms as Barricade opened fire at him with his machine-gun, keeping Bumblebee pinned as he advanced...as Bumblebee's field began to grow fainter, losing power...

Peter then spied a large crane in the alley that Barricade was attacking from, with a huge wrecking ball...a crane ideally positioned for a sneak attack...

Firing a web-line, Peter swung to the building across from the crane; the wrecking ball was resting on a rooftop; one good pull would send it hurtling down to the street below. Peter fired a web-line at the ball, and gave it a few good yanks, dragging it to the edge of the rooftop; by then, Barricade was almost in position...a few more steps...

Peter pulled on the line with all his might, yanking the huge metal ball off the roof, where it swung towards Barricade.

The Decepticon had only enough time to turn to look at the wrecking ball...and utter one expletive.

"Oh, _slag._"

_WHAM!!!_

The metal sphere knocked Barricade _right_ off his feet, sending him sprawling, to land hard to the side; Bumblebee needed no other opening – he quickly dropped his force-field, and took aim at Barricade, as two small missile-launchers extended up from under his wings, while his plasma-cannon began to charge. Slowly, Barricade started to get up...and then Bumblebee let him _have_ it.

Barricade howled in agony as plasma-blasts and missiles ripped into his armor, sending chunks of metal flying; as Bumblebee's barrage ended, the Decepticon staggered back, sparking pink fluid leaking from cracks in his chest-armor. "This isn't over, Autobot!" Barricade snarled, before he assumed vehicle-mode, and raced off...with black smoke leaking from his exhaust.

As Peter leapt down from the crane, Bumblebee laughed, his arm returning to normal, his missile-launchers retracting, and his face-mask shifting back up. "Pete, that was _beautiful!_" he crowed. "Barricade never even knew what _hit_ him!"

Peter chuckled. "_Nobody_ threatens MJ and gets away with it." he said. "You weren't too bad yourself, 'Bee." He then blinked. "But what _was_ that field you used to block Barricade's shots?"

"Defense screen; one of Wheeljack's latest inventions – he based it off of Teletran One." Bumblebee answered. "It's not perfect; it only lasts for a short while, and it won't do _anything_ against one of Megs' shots – not with that son-of-a-glitch shooting anti-matter – but it's better than nothing. Plus, 'jack's still tweakin' 'em."

By then, Mary-Jane had cautiously emerged from the alley; seeing Peter, she ran to him and hugged him. "Oh, _God_, Peter, are you okay?!"

"I'm fine, MJ." Peter replied, hugging her back. "I'm okay."

Slowly releasing her boyfriend, Mary-Jane looked up at Bumblebee. "Thank you...for saving us." she said. "I'm...I'm sorry I called you...a hunk of junk."

Bumblebee chuckled. "You were a little fritzed at the time, Mary-Jane; I wasn't offended."

Peter sighed. "Well, this is gonna be a _heck_ of a story to tell Aunt May." he said. "So much for not stressing her any _further..._"

Bumblebee scratched his head. "Uh, yeah...about that..."

Peter groaned. "_Tell_ me she didn't see you."

"Okay. I _won't_ tell you."

Peter groaned in exasperation. Mary-Jane giggled. "Well, at least your car isn't _haunted..._"

"...it's just a fully armed, transforming alien _robot_." Peter lamented. "Aw, man, if this gets out, my insurance premiums are gonna go through the _stratosphere..._"

Bumblebee's expression became serious. "Peter, right now, that's the _least_ of your problems." he said. "You two are gonna have to come with me; we need to talk to you."

Peter froze. "_We??_"

Bumblebee chuckled as he shifted back to vehicle-mode. "You didn't think I came here _alone_, did you?"

Peter and Mary-Jane looked at each other, their expressions mirroring their astonishment...and their agreement; if the _Autobots_ wanted to talk to them, it _had_ to be important. Nodding to each other, they both opened the Camaro's doors, getting in and buckling up, letting Bumblebee take them wherever he needed to.

As they drove, Peter smiled to himself, as he took back _any_ negative thought he'd had about the Camaro.

His car was a kick-ass, shape-shifting robot.

You couldn't _ask_ for a cooler set of wheels than that.

XXXXXXXX

_Triskelion_

"_General Fury, we have contact!_"

After getting that message, Nick Fury had raced to the Triskelion's command center. "Report!" he barked.

"Our satellites have picked something up, sir!" the lieutenant in charge reported. "A few minutes ago, we detected weapons-fire in a construction site in Queens; when we looked closer..._this_ is what we saw."

The screen showed a zoomed-in image of Peter Parker and his girlfriend...talking to a large, yellow robot.

"We're assuming it's an Autobot, General, since any Decepticon would have blown Parker and the Watson girl away."

Fury frowned to himself. '_Dammit, Parker, why couldn't you have stayed out of this one?_' he thought grimly. "Do we have their present location?"

"Negative, sir; after the Autobot went to vehicle-mode, we lost track of it – they're completely indistinguishable from regular cars from a satellite's perspective, General."

"Stark said his suit-scanners detected the Deception in Qatar." Fury said. "I want him in here and installing a similar scanning program into our system; we need to be able to _find_ them."

As the staff on duty hurried to follow his orders, Fury sighed to himself. He'd hoped to keep Peter out of this...but now that he was involved...they were going to need his help...

"Sir, we have another problem." an aide reported. "The Pentagon has decided to call a press-conference regarding the...situation."

Fury scowled. '_Should've known this would happen, sooner or later._' he thought; the Transformers' return to Earth was – _literally_ – too big for them to effectively cover up. "Who authorized it?"

"The President, sir; he's given Secretary of Defense John Keller the go-ahead."

Fury nodded. John Keller was a good man, but a tough negotiator; Fury didn't know him personally, but he knew enough to know that it wasn't any good to try and talk him out of this – Keller's rationale would be that the public needed to be _prepared_ for this situation. "I want to talk to him before he goes public."

"Sir?"

Fury smiled wryly. "I just need to make sure the SecDef has _all_ the information about our friends' return."

XXXXXXXX

_New York City outskirts_

The sky had gone dark as the Camaro drove into an empty parking lot on the edges of the city, far from prying eyes. As Peter and Mary-Jane got out, Bumblebee transformed, as an antenna extended from his shoulder, emitting a high-pitched beeping tone for a few seconds, before it retracted.

Mary-Jane blinked. "Okay...what was that?"

"Locator signal." Bumblebee explained. "Tells the others where I am."

Peter looked wary. "And Barricade can't track it?"

"Not fast enough to get our position; Elita-One _herself_ designs our codes – good luck trying to crack 'em." Bumblebee answered.

There was silence for a few minutes. "Um...is anyone coming?" Mary-Jane asked.

"Wait for it."

Just then, Peter heard the distinct sound of engines in the distance. Then, several vehicles emerged from the darkness, driving up to them: a black, 2007 GMC Topkick truck, a brand new, silver Pontiac Solstice, a bright, neon-yellow ambulance, and a white-and-blue patrol car.

Under normal circumstances, Peter wouldn't have paid a second thought to seeing any of those vehicles on the road...but after meeting Bumblebee, his mind was open to new possibilities. Still, he was a bit disappointed; he'd hoped to see an 18-wheeler among them...

"Is that him, Bumblebee?" the patrol car asked. "No offense, but...he's a little small."

The Topkick chuckled. "So was Bumblebee, Prowl, an' _he_ turned out okay." it said, in what _sounded_ like a Southern accent.

The Solstice revved in agreement. "Yeah, give the kid a chance, bro."

The ambulance revved in what sounded like a 'hmpf.' "I'm still not thrilled about this; putting this kind of strain on a human youth – additional abilities or no – is not healthy for..."

"I'm right _here_, you know!" Peter snapped, a little annoyed at the vehicles talking about him as if he wasn't there.

Bumblebee chuckled, shaking his head. "_Adults_. What are we gonna do, eh, Pete?"

"Didn't _mean_ nothin' by it, son." the Topkick said.

"We were just concerned." the patrol car added. "This isn't like anything you've faced before..."

"He can handle it."

Peter _froze_ at the sound of that wise, commanding voice, as he and MJ slowly turned around...in time to see the large, red-and-blue, flame-painted, 18-wheeler, semi-tractor-trailer truck, pulling a large, grey trailer, roll to a stop behind them.

"Oh my God..." Mary-Jane whispered. Peter would have shared her sentiment, if his voice hadn't frozen.

Slowly, the trailer automatically detached from the truck, which inched forward, allowing them to clearly see the red Autobot crest on its grille...before it began to _change_: its hood expanded, rotating and shifting back into the truck, as the engine morphed and rearranged, the cabin of the truck becoming a powerful torso, with two mighty arms extending from where the hood had been. The back section of the truck shifted into two massive blue leg struts, matching the red-and-blue hues of the rest of the mighty mech's armor, with the back wheels lightly spinning on the shin-struts. As the truck's exhaust pipes shifted into place, defining the robot warrior's shoulders, a blue, helm-clad head emerged, its bright blue optics shining, the twin antennae on the helm shifting into place, the mech's mouth covered by a silver face-plate. His change complete, he looked down at Peter and Mary-Jane, before slowly kneeling closer to their level, putting them at ease, his ancient, wise, gentle blue gaze meeting theirs.

"_Optimus Prime..._" Peter whispered, his mind reeling from the fact that he was face-to-face with the leader of the Autobots, and one of the greatest heroes the entire _universe_ had ever known.

Following their commander's example, the rest of the vehicles promptly transformed; Peter and MJ watched in amazement as the Autobots assumed robot-mode: the Topkick became a large, intimidating black-armored mech, with large cannons built into his forearms. The Solstice shifted into a sleek, silver mech, with a helm almost resembling Optimus', with a blue visor instead of eyes. The ambulance became a stern, austere-looking robot, with broad shoulder-plating. And the police car transformed into a black-and-white mech, with 'wings' like Bumblebee's, and a visor and face-plate.

Peter gulped. "Uh...hi."

"They're...they're so _big_..." Mary-Jane murmured, moving closer to Peter nervously. Peter couldn't blame her; the Autobots were each fifteen feet tall, at _least_, and _Optimus_...he towered over _thirty_. It was like _meeting_ the Empire State Building.

Then, Optimus' face-plate shifted, and slid back into his helm, revealing the rest of his face, as his mouth curved up in a light smile. "You two have nothing to fear from us." he said.

Peter managed to find his voice. "We...we know that, sir." he stammered. "It's just...we...never expected to actually _meet_ you guys." He lightly smiled. "It's...it's an _honor._"

Prime softly chuckled. "The honor, Spider-Man, is _ours._" he replied.

Peter gulped. "But...how did you find out about me?"

"A word of advice, Peter; _always_ do a sweep of the area before you talk about your secret." the white-and-black Autobot said. "Even if you're just talking to a statue; you're lucky that it was _only_ Optimus that heard you."

Peter's eyes widened, as he remembered that day, when he'd visited the Autobot Memorial...the truck he'd seen for a moment at the end..."That _was_ you!" he exclaimed.

Optimus nodded. "You seemed to have things well in hand, that day," he replied, "so I didn't think you _needed_ any advice."

Bumblebee nodded. "That was when Optimus asked me to watch your back, Pete." he said.

Standing up, Optimus gestured to the other Autobots. "You've already met Bumblebee." he said. He then gestured to the black-armored Autobot. "This is Ironhide, our weapons specialist."

At that, Ironhide twitched his arms, as if flexing for a fast draw, and then his twin cannons flipped out, seconds before he flipped them back. "If you need 'Cons busted up, I'm yer mech."

Optimus then gestured to the black-and white Autobot. "This is Prowl, the Executive Officer of our ship, the _Aeon._"

Prowl nodded. "The _Aeon_ was the only ship close enough to Earth to get here in time."

Optimus then gestured to the silver mech. "This is Jazz, one of our top gunners."

Jazz smiled. "What's happenin'?"

"And this is Ratchet, our chief medical officer." Optimus finished, gesturing to the neon-yellow mech.

Ratchet frowned worriedly as he looked to Peter and Mary-Jane. "Hmm...I'm detecting numerous genetic irregularities in your genome, Peter...although, given your unique nature, I'm assuming that's normal. Also, both your and Miss Watson's levels of epinephrine and norepinephrine are considerably high, which also isn't surprising, after your encounter with Barricade."

The mention of the Decepticon brought Peter's attention back to the real issue. "What was Barricade _doing_ here?" he asked. "For that matter, why are _you_ guys here?"

Optimus looked grim. "We came here, Peter, because we are looking for the AllSpark," he answered, "and we _must_ find it before the Decepticons do."

Mary-Jane blinked. "The...'All Spark'??" she repeated. "What's _that?_"

"It is said to be the very thing that imparted life to all Transformers." Optimus answered. "Countless megavoruns ago, Primus, the All-Creator Himself, crafted mechanical life-forms in His image, before he took a piece of His own spark – His own life-force – and from it crafted the AllSpark. He then placed the AllSpark upon Cybertron, where it brought the gift of spark to Primus' creations...and our race was born." His tone became reverent. "Thus say we all."

"Thus say we all." the Autobots echoed.

"But...how did it get _here?_" Peter asked.

Optimus' expression turned sad. "The war." he said softly. "When Megatron first betrayed all of Cybertron, starting the Civil War, his first act was to capture the Elders of Cybertron; when they refused to tell him of its location, he murdered them. As the war raged across Cybertron, Megatron and the Decepticons searched tirelessly for the AllSpark...but they never found it, thank Primus."

"We managed to move the AllSpark every time Megs and those scrap-heads got close." Jazz added.

Optimus nodded. "And then, in the last hours of the war, Megatron learned of our plan, and assaulted the AllSpark's hiding place before we could gather all of our forces to repel them; we did everything we could to hold them off." he said. His gaze turned faraway. "We fought so fiercely...but it wasn't enough..."

"Fortunately, the AllSpark had plans of its own." Ratchet said. "When the Decepticons started breaking through our lines, it launched itself into space, leaving Cybertron and our war behind."

"That marked the end of the war on Cybertron." Optimus finished. "With our planet's resources utterly depleted, the Decepticons left, spreading the conflict across the cosmos, in search of new sources of energy...and in search of the AllSpark. We set out after them, to stop them, and to find the AllSpark ourselves, to ensure its unfathomable power _never_ fell into Decepticon hands."

"And that was when your ship and Megatron's ship crashed on Earth." Peter finished.

Optimus nodded. "After we departed Earth, we met up with the rest of the Autobot Fleet, and continued the fight against Megatron...and we continued to search for the AllSpark...but to no avail. After so long, we assumed that the AllSpark was lost forever...until, a few Earth-months ago, we received a transmission from this system."

"There was no mistaking it." Bumblebee said. "The AllSpark was calling to us. It was _here_, all along; it must have somehow been hidden from our scanners the first time around."

"And so we came back." Optimus said. "If the AllSpark is here, we _must_ find it; it is the hope of our race, the physical reminder of the Covenant that Primus made with our people – the promise that the sparks of those who follow the Covenant will return to the AllSpark, until the day of Primus' return, when He takes back the AllSpark to the Matrix, to live and rejoice for all days."

Slowly, Mary-Jane smiled. "Oh my God..." she whispered, "...Peter...this AllSpark...it's their _Holy Grail..._"

Ratchet nodded. "That would be an effective analogy, Miss Watson."

"But why was Barricade after Mary-Jane?" Peter asked.

"We have reason to believe that she holds a clue to the AllSpark's location." Optimus said.

"But...but I don't _know_ anything about it!" MJ cried. "That...that monster kept asking me about 'ancestral artifacts' and 'optical enhancers'!"

"He was referring to the prosthetic lenses of your ancestor, Leopold Watson." Prowl explained.

MJ's eyes widened. "Great-Great-Grandpa Leopold's _glasses?!_" she cried. "_Why??_"

"We believe he may have encountered something on one of his expeditions." Bumblebee said. "We _need_ to know, Mary-Jane."

"But I _don't know!_" MJ cried. "I don't know any..." but she paused. "Wait...there...there was an old family legend...Great-Great-Grandpa, on his deathbed, told his family about when he'd visited the North Pole...he said he'd seen a giant, metal man, who'd marked his glasses...but everyone thought he was _delirious..._"

"...and there is the last piece of the puzzle." Ratchet said.

"It's Alpha, Prahm. _Has_ to be." Ironhide said.

"Who?" Peter asked.

"Alpha Trion, the sole surviving Elder of Cybertron." Optimus explained. "Before Megatron's attack, the Oracle computer warned the three Elders, but only Alpha heeded its warning, while Beta and Omega Trion ignored it. During the war, Alpha Trion acted as our mentor, and spiritual advisor."

"Being the oldest living Transformer tends to give a mech a pretty good handle on things." Bumblebee said.

"When the AllSpark departed Cybertron, Alpha Trion took the Oracle – the only thing that could detect the AllSpark – and went after it, to ensure its power was never misused." Optimus finished. "He must have tracked it here, and become trapped in the polar ice."

MJ blinked. "Wait...you mean...Great-Great-Grandpa Leopold was telling the _truth??_" she exclaimed. "Why would this 'Alpha Trion' guy have needed Great-Grandpa's glasses?"

"Alpha must have been trying to communicate with your ancestor." Prowl said. "He most likely scrambled his locator beacon's frequency so the Decepticons couldn't find him, and then etched the code onto the lenses, hoping that future generations could decode it and find him."

"Yeah, that sounds like Alpha." Jazz agreed.

"Oh." MJ said.

"Miss Watson," Optimus said, "it is imperative that we retrieve those glasses."

"Why? What's the rush?" MJ asked. "It's only that guy Barricade that's here, right? Bumblebee took care of him, already!"

The Autobots were silent.

MJ froze. "_Please_ tell me that he's the only one here..."

Peter's eyes widened in realization. "Those meteors that fell a few days ago..." he murmured, "...they _weren't_ meteors, _were_ they?"

Optimus nodded grimly. "Several days ago, Peter, six Decepticons made planet-fall across Earth."

Peter was shocked silent. "_Six?!_" he choked out. "There are _six_ of those metal maniacs stomping around?!"

"Afraid so, Pete." Bumblebee said. "And _that's_ not counting Megs _himself_; the big slag-bag dropped by a couple kilo-cycles _before_."

"Don't forget, where Megatron goes, Soundwave follows...which means Frenzy, Rumble, and Ravage are here, as well." Ratchet piped up.

"One of them was Astrotrain, I'm sure of it." Prowl added. "And Megatron only uses _him_ to move troops; I'd bet my aft that he was hauling the Constructicons."

"And Hound confirmed Scorponok, too." Ironhide finished. "He an' Blackout went disassembly-spree on that outpost in the Middle East."

"Oh, _great!!_" Peter cried. "_Fifteen_ of them?! Plus _Megatron?!_"

"_That_, Peter, is why we _must_ find the AllSpark before Megatron does." Optimus said.

"If Megatron finds it, he will use its power to impart life upon Earth's machines, transforming them and using them to rebuild his army." Ratchet added.

Optimus nodded. "And once he has done so, he will strip Earth _bare_ of all resources, destroying all organic life in the process...before he leaves Earth, to do the same to every technological society in the universe. With the AllSpark's power in Decepticon hands, we would be utterly outnumbered and overpowered...and no world will be safe from him."

Peter and Mary-Jane didn't dare speak.

"Even if we find it, we will have to defend it until we can get it off Earth." Optimus continued. "Megatron will not let the AllSpark slip through his hands as easily as it did, last time; he and the Decepticons will attack without warning, with no thought given to the people of Earth; he is obsessed with the AllSpark, and he will not rest until he has it. This is a battle we cannot win alone; we have called for reinforcements, but we will need help from Earth's super-powered community...and you, Peter, have made powerful allies among them as Spider-Man."

At that, six pairs of blue optics gazed at them. "Peter Parker...Mary-Jane Watson...we need your help."

Peter was sobered at the revelation that Optimus had laid at their feet. This _wasn't_ like anything he'd faced, before; the stakes were _astronomical_. If Megatron found that 'AllSpark,' Earth and the human race were _done_, the Autobots would lose the war, and every single sentient race in the _universe_ would fall to the Decepticons.

"MJ," Peter murmured, "_tell_ me you and your Mom didn't give those glasses to a museum."

Mary-Jane looked stricken. "They...they're still in the mail; we had asked them to be sent to us from England...if they didn't come _today_, they should be here, tomorrow..."

The Autobots nodded grimly. "We'll have to protect the both of you until we can locate Alpha Trion." Optimus said.

"How?" Bumblebee asked. "There are gonna be times when I can't keep an optic on them, like school."

Optimus looked thoughtful...and then smiled knowingly. "Roller." he said.

At that, Optimus' trailer opened its back door...as a little six-wheeled mini-car – almost resembling a remote-controlled race-car with a single electronic eye – darted out, stopping at Mary-Jane's feet. "This is Roller, my mobile unit." Optimus explained. "He goes into the places that the _rest_ of me cannot go. Whatever he sees, I see." He smiled. "Between Bumblebee and Roller keeping an optic on you and Peter, Miss Watson, we should be able to keep you both safe." At that, Roller let out an agreeing electronic squeak.

MJ smiled. "Well...he's a cute little fella," she said, "but he's kinda conspicuous..."

Optimus chuckled, as Roller began to change: his wheels retracted into his main chassis, which retracted in on itself, extending a ceramic shell around itself, before Roller propped himself up, extending a strap...

...and where Roller had once been now rested a stylish, red-and-blue backpack.

"I think we can avoid that problem." Optimus said.

Slowly, Mary-Jane lifted the Roller-pack onto her shoulder...and smiled. "He's not even _heavy!_"

Optimus chuckled. "He should also function just as a normal backpack would." he said. "This way, if the Decepticons try anything while Bumblebee is unavailable, we'll know about it."

"Uh, Prime?" Bumblebee said. "Don't you think that maybe Pete and Mary-Jane should head back home before anyone gets suspicious?"

MJ gasped. "Oh, _God_, my Mom's gonna _freak!!_"

"Bumblebee, make sure that Peter and Mary-Jane return home safely." Optimus ordered. "With any luck, Mary-Jane will have the glasses after she returns home."

MJ nodded. "I'll notify Peter and 'Bee as soon as I can get a hold of them, sir."

Optimus nodded, before turning to Peter. "Starting tomorrow, Peter, we'll need you to contact your friends, the Fantastic Four, as well as the Ultimates; after failing to apprehend the glasses, the Decepticons will certainly try again."

Peter nodded. "No problem, Optimus." he replied. Chuckling, he added, "Usually, it's _Fury_ who contacts _me._ It'll be nice to put the shoe on the _other_ foot, this time!"

Optimus lightly chuckled. "Bumblebee, get them home." he instructed. Then, glancing to the other Autobots, he finished, "Autobots, roll out!" With that, Optimus promptly shifted back to vehicle-mode, linking with his trailer as his comrades all assumed vehicle-mode, before they all drove off, leaving Peter and Mary-Jane with Bumblebee.

"_Wow_." Mary-Jane murmured.

"Yeah." Peter agreed. Bumblebee just chuckled, as he, too, assumed vehicle-mode. Peter and MJ then climbed into the Camaro, letting their new friend drive them home.

After dropping MJ at her house, the Camaro parked itself in the garage, letting Peter hop out. "Well, looks like I'll have to tell Aunt May what happened." Peter said, sighing.

"Yeah." Bumblebee agreed. "Good luck with that, and if you need me, I'll be right here."

"Thanks." Peter replied, as he started to open the door...

...and came face-to-face with his Aunt.

May quickly hugged her nephew, tears slowly running down her face. "Oh, Peter, thank _heavens_ you're okay!" she cried. "I was worried _sick!_"

Peter smiled sheepishly. "I'm...sorry I worried you, Aunt May." he said, returning the hug. "I wasn't _trying_ to, this time."

"I know, I know." May whispered, releasing Peter.

Gulping, Peter gestured to the Camaro. "Aunt May...this is Bumblebee..."

"We've met." May said, smiling at the Camaro. "Thank you for bringing him home."

Bumblebee chuckled. "No problem, ma'am."

Turning back to Peter, May asked, "But what _happened?_ Where _were_ you?" Peter lowered his eyes; after learning what he had, he was tempted not to tell her...but, after keeping his secret for so long, he knew better. Peter took a deep breath...and told his Aunt _everything._

May's eyes were wide as Peter finished. "Optimus and the Autobots need my help," he finished, "and, with what's at stake, I don't see how I can say 'no'."

May weakly smiled. "I had a feeling you were going to say that." she replied. "And I'm not going to try and stop you."

Peter smiled. "Thanks." he replied. With that, Peter and his Aunt stepped inside.

As they walked into the kitchen, the phone promptly rang. Peter picked it up. "Hello?"

"_Hey, Tiger._"

"Hey, MJ." Peter answered. "Did your Mom freak out?"

"_Not as much as I thought...but still enough that I didn't want to tell her about our new friends; not yet, anyway._"

"Any sign of the glasses?"

"_None, yet._" MJ sighed. "_They must have gotten delayed._" Her tone turned worried. "_Peter, I think you might want to check the news. Call me when you do, okay?_"

"Okay." Peter agreed, mildly confused. "Bye."

"_Bye._"

After hanging up, Peter walked into the living room to switch on the news...but Aunt May had beaten him to it. There was a special bulletin on all the channels; the Pentagon had called a press conference, with the Secretary of Defense, John Keller – a tall, stately man with white hair and steely blue eyes – speaking. "_My fellow Americans,_" he began, "_as you know, two days ago, the SOCCENT Air Base in Qatar was attacked; until now, we never knew who was responsible, but we had simply assumed that it was perpetrated by insurgents hostile to our presence in the country._" His expression became _graver_.

"_We were wrong._"

"_Over twenty years ago, our planet was a battleground for two factions of giant, shape-shifting robots known as Transformers._" the Secretary continued. "_For ten years, we all fought alongside the Autobots, in order to drive the evil Decepticons off of our planet, until the Decepticons fled the Earth, never to be heard from again...until now. We have irrefutable proof that it was a Decepticon who, for reasons yet unknown, attacked the air base. We don't know why they have come back; all we know is that, for the second time in fifty years, we are facing war against a technological civilization vastly superior to our own. The Decepticons can assume __**any**__ mechanical shape: they could be anything, and they could be anywhere. These next few weeks will likely be the greatest challenge we will have to face..._"

The Secretary's tone lightened. "_...but we will not have to face it alone._" he said. "_Our sources tell us that our old friends have returned, to help us in this dark hour. We have confirmation that the Autobots have returned to Earth, and our forces are preparing to work with them, to drive these invaders off our world, once more._" He looked out towards them, his expression earnest. "_If there was ever a time that we, as a people – as a __**species**__ – needed to put our differences __**aside**__, it is now; humanity must stand together...or we will fall together. Thank you._" With that, the Secretary stepped down, to a barrage of questions.

Peter and his Aunt were both silent for a few seconds, before Peter sighed to himself. "Well, it's official." he said. "It's _really_ hit the fan, now."

May weakly smiled. "You certainly have your work cut out for you."

"Yeah, as _usual._" Peter said. Now, not only did he have to help the Autobots locate the long-lost AllSpark and help organize his fellow super-humans against Megatron – the harbinger of universal _death_ – and his forces, he had to do so while the entire _world_ was freaking out about it.

Peter sighed to himself again. '_It's __**never**__ easy, is it?_'

XXXXXXXX

_Author's Note: For anyone who's wondering, this story takes place around where the "Ultimate Knights" story arc would have started. I wasn't entirely sure about the state of the rest of the Ultimate universe at this point in time, so I did some research and asked around; kudos to slickboy444 for helping me with the details! I hope you all enjoy!_

_Coming Soon:_

_As the entire world reacts to the return of the Transformers, the Decepticons make their move._

_Can Optimus Prime and the Autobots help unite a world so divided?_

_Can Peter and Mary-Jane survive long enough to help locate the AllSpark?_

_Find out in "Opening Shots," coming to your computer soon…_


	5. Opening Shots

CHAPTER FOUR: OPENING SHOTS

_"The human species has always been a loose gear in our system; we all knew that ever since we awoke on this Pit-damned planet – if it hadn't been for them, we might have taken Earth. That's why Lord Megatron wanted me to acquire those files on these new 'abilities' that some humans now exhibit, as well as insert the virus into their system. Still, it's actually funny, when you think about it: this species is actually undergoing an evolutionary shift, yet much of the species – including some of the changed ones – is dedicated to preserving the 'normal' members of the species; the organic idiots have gotten natural selection __**backwards.**__ Lord Megatron is right about them: we'll be doing them a __**favor**__ by destroying them..." – rough translation from Frenzy, Decepticon Computer Infiltrations Expert._

_Undisclosed location, November 13, 2007_

As the damaged police car came to a rest inside their hideout, Megatron's metallic face twisted in fury. "_You lost the human._" he snarled.

Barricade promptly transformed, kneeling before his Lord. "I apologize, my Lord." he said. "I was not expecting interference...but the Autobot Bumblebee surprised me..."

"_...and now Prime undoubtedly has the clue we need._" Megatron finished. "_They must have intercepted our communications._" Megatron frowned to himself; only Prime's overall second-in-command, Elita-One – an _equally_ troublesome Autobot – had enough skill to crack their codes.

"Undoubtedly, Lord Megatron," Barricade agreed, "but I do not believe that Prime has the lenses."

Megatron's optics narrowed in wary annoyance. "_Continue._"

"After I was defeated, I managed to follow Bumblebee and the humans, where Prime and some of his forces made contact with them." Barricade continued. "The Watson female stated that the lenses were to be delivered to her residence within the next few cycles. There is _still_ a chance, my Lord!"

Megatron nodded. "_Perhaps._" he said. "_And what else did you learn?_"

Barricade's expression was grave. "Prime also hopes to ally with the humans, my Lord, including the powered-human teams; that is why Prime ordered Bumblebee to protect the Parker youth." he said. "The human has befriended several of the more prominent powered-human groups; should Parker contact them on the Autobots' behalf..."

Megatron scowled. "_Your point is made, Barricade._" he answered. In the past, Prime's coalition with _normal_ humans had been bothersome enough; now, if his old enemy allied with these 'new' humans – coupled with the fact that the human weapons in the desert area had nearly _scrapped_ Blackout...

"_We must move more quickly than we had planned._" Megatron mused. "_Frenzy will have to activate the virus soon, to prevent the humans from coordinating amongst themselves and with the Autobots._" He turned back to Barricade. "_We can no longer trust our communications; you will locate Soundwave and instruct both him and Frenzy to be ready to transmit the activation code._"

Barricade promptly saluted. "It _shall_ be done, Lord Megatron!"

Megatron then smiled to himself. "_And one more thing._" he added, before Barricade could leave. "_You will instruct Soundwave and his minions to head to the educational facility where the Watson female and Parker attend; at my order, they will activate the virus...and apprehend the female._" He chuckled. "_And make this very clear: they are to destroy Peter Parker, whether he interferes or not; and if any humans get in the way...well, they're only organics._"

Barricade grinned. "At once, my Lord!" he declared, before he assumed vehicle-mode, and drove off.

As his minion left, Megatron smiled to himself. The humans might have changed, but it was good to see that _one_ thing about them was unchanged.

They were still paranoid, gregarious...and _laughably_ easy to spook.

XXXXXXXX

_Parker residence, Queens_

As the morning sun began to rise, the first few rays struck Peter's closed eyes, coaxing them open. Groaning, Peter sat up in bed, clad only in his boxer shorts. He looked at his clock – 7:05. Yawning, he lay back down, pulling the sheets over his head; he could still get a _few_ more minutes of sleep...

Suddenly, his cell-phone started ringing. Tiredly, Peter grabbed it, and flipped it open. "Hello..?"

"_GOOOOOOOOOOOOOOOOOD MORNING NEW YORK!!!!!_"

Yelping with alarm as the high-energy voice – sounding remarkably like a DJ – boomed from his phone, Peter toppled out of bed, falling flat on his face. "_What the hell?!_" he cried.

His mild expletive didn't deter the happy-go-lucky voice one bit. "_Hey, this ain't a test, good buddy; this is Autobot Rock-and-Roll – all rock, all the time! This is your main event, DJ Blaster blastin' at ya live from the good ship Aeon, and it is time to get up and get rollin', Web-Head!_"

Peter groaned. "You're an Autobot?"

"_Hey, that's the phrase that pays, my red-and-blue bro! So, rise and shine! Early bird gets the..!_"

"_Blaster, CUT IT OUT!!_"

Peter looked at his phone in confusion at the sound of a _second_ robotic voice on the other end. "Okay, _what_ is going on?" he demanded.

The second voice spoke up. "_I'm dreadfully sorry about that, Peter._" he said. "_Allow me to introduce myself: Wheeljack, Senior Science Officer assigned to the Autobot High-Speed Heavy Cruiser Aeon._"

"Pleased to meet you." Peter muttered, standing up. "And the other guy?"

Wheeljack sighed. "_That would be Blaster, our Dispatch and Junior Comms. Officer._" he replied. "_I hope you didn't take offense; during our first visit here, Blaster got...hooked on Earth music...rock-and-roll, to be specific._"

"_You say it and I'll play it, my brother! LONG LIVE ROCK!_"

"_Oh, for Primus' sake, Blaster! Put it in idle, and that's an ORDER!_"

Peter managed a chuckle. "So, what's with the early-morning shout-out?" he asked. "Blaster's opening line scored a perfect _ten_ on the 'Bust-My-Eardrum' scale."

Wheeljack sounded concerned. "_He damaged your audio receptors?_" he said. "_Oh, scrap...Ratchet always warned us that organic systems were more sensitive than ours...he'll have my aft in __**traction**__ for this..._"

"Whoa, whoa, Wheeljack; it's just an _expression._" Peter assured the Autobot inventor. "Why'd you guys call?"

"_Prime asked us to contact you and upload a new tracking program into your communicator._" Wheeljack answered. "_Given your activities, and the fact that Bumblebee may not be able to accompany you everywhere, we thought it prudent that you should be able to detect any Decepticons in the immediate area; your spider-sense may warn you of danger, but this program will immediately detect any Transformer power-signature nearby and cross-reference it with Blaster's dispatch systems – if it doesn't add up, the program will warn you and point out the Decepticon._"

Just then, the phone let out a beeping alarm. "_That will be the tone you need to be wary of._" Wheeljack continued. "_The program will also enable you to contact us when you get the alert; once you spot the 'Con, tap the Autobot crest on the screen to radio us and we'll give you the low-down._"

"Thanks." Peter replied; his spider-sense was good, but getting an alert about the Decepticons in the area _before_ swinging in was even _better._

"_No problem, Peter._" Wheeljack said. "_Good luck, out there. Wheeljack out._"

After the call had ended, Peter quickly got dressed and headed downstairs, meeting Aunt May in the kitchen. "Peter?" May asked. "I heard you fall out of bed; are you okay?"

"Oh, sure, I'm fine, Aunt May." Peter replied, pouring himself a bowl of cereal. "Just...got a little wake-up call courtesy of our new metal friends."

May lightly chuckled, before her expression turned grave. "Have you seen the news yet?"

Peter blinked. "No. Why?" he asked. May didn't answer; she merely switched on the TV...which showed reports of protests across the country, with protesters bearing signs with slogans like 'Earth for Earthlings,' or 'Robots Go Home.'

Peter's eyes narrowed. "What, these morons got tired of bullying _mutants_, and figured they'd start on something _else?_"

May nodded in absolute agreement. "I know, Peter; it's _disgusting._" she said. "The Decepticons are _one_ thing – they _are_ a threat – but Optimus Prime and the Autobots came here to _help_ us..."

"It's as if the collective I.Q. of the human race _drops_ 150 points every time there's a global incident." Peter quipped.

May chuckled at that. "I take it Bumblebee is giving you a ride to school?"

Peter nodded. "Yeah; 'Bee and I are going to pick up MJ and Kitty along the way." he replied. Last night, he'd given Kitty a call, and told her the _truth_ about his 'haunted' car; his friend was quite eager to meet Bumblebee.

"Okay, dear; just be careful, _both_ of you."

Peter smiled. "We will, Aunt May." he replied. After finishing his cereal, toast and juice, Peter brushed his teeth, gathered his gear, and headed to the garage, before opening the garage door, and hopping into the Camaro.

"Morning, Pete."

"Morning, 'Bee." Peter replied. "Have a good recharge?"

"Eh. Can't complain."

Peter sighed. "Sorry about the welcoming committee you guys got, today." he said. "Paranoia is _contagious_, these days."

"Don't worry about it, Pete; we've had worse receptions." Bumblebee replied. Chuckling, he added, "I hear that Blaster gave you a wake-up call, this morning."

Peter groaned. "And _then_ some." he said. "I don't know what kind of fuel you guys have him on, but you should _seriously_ consider lowering his intake."

"You're lucky; you guys got a sixteen-year break. _We've_ been stuck with him _non-stop._" Bumblebee chuckled. "Just wait 'till you meet the twins, Sideswipe and Sunstreaker."

"Yay." Peter quipped. "Anyway, we're picking up MJ and Kitty on the way to school, okay?"

"Kitty? The ex-X-Man?" Bumblebee asked.

"That's her."

"No problem." Bumblebee said. "We've also been keeping an optic on the X-Men, since we may need to contact them, soon."

"Good luck." Peter sighed. "Kit told me that she'd been talking to her old friends, last night; Cyclops isn't in a hurry to re-form the team, ever since Professor Xavier died, not even with Megatron and the 'Cons stomping around."

"Can't say I blame him." Bumblebee said. "After a couple megavoruns of fighting, this war gets old _fast_; you'd _have_ to be glitched to actually _want_ to get into it."

"True." Peter said. "Well, we'd better get going." With that, Peter drove the Camaro out of the garage, heading to MJ's house, first.

XXXXXXXX

_U.S. Congress, Washington, D.C._

In the Congress Building, Nick Fury waited in the lobby for the Senate to assemble; he was to update the Secretary of Defense before the Secretary briefed Congress on the situation. After a few minutes of waiting, John Keller strode into the lobby. "Mr. Secretary." Fury greeted.

"General Fury." John replied, shaking his hand. "I wish we could meet under better circumstances. Any updates on the situation?"

"We haven't been able to locate the Autobots on our own, yet, Mr. Secretary; our tracking program is still being installed. We do have a potential link to them; we plan to attempt contact within the next few hours."

John nodded. "And what about that virus they managed to get into our network?"

"Dr. Richards and his team haven't been able to neutralize it, yet, sir." Fury answered. "They _have_ managed to stop it from spreading through our database, but it's incredibly advanced; disabling it will take time."

"I see." John said. Chuckling, he added, "I don't envy you your job."

Fury half-smiled. "Same here, Mr. Secretary. I don't think I'm cut out for dealing with bureaucrats on a daily basis."

"_No-one_ is." John said. "Delivering this kind of news to the Senate is going to be _hell_, especially with that bastard Robert Kelly spouting his rhetoric."

Fury nodded. "How he made Senator is beyond me, sir."

"The man's a demagogue." John said. "He got into the Senate by playing off of people's fear on mutants, and now he's got a _new_ scapegoat he can use."

Fury arched an eyebrow. "If you don't mind me asking, Mr. Secretary, what is _your_ view on mutants?" he inquired.

"My view on mutants is the same view I have for _all_ humanity; each and every one of them is capable of both good and evil, just like the rest of us."

Fury lightly smiled, nodding. "That's fair, sir." he said. "Well, sir, good luck."

John smiled wryly. "Lord knows I'll _need_ it, General." he replied, before he headed into the Senate.

Alone again, Fury turned and headed out, to take a helicopter back to New York. This briefing had caused him to lose valuable time; he needed to contact Parker, and find out what he knew.

Time was of the essence...and the Decepticons could make their move any time, now...

XXXXXXXX

_Midtown High_

The hallways of Midtown High were completely empty, with the entire student body – still dealing with the revelation made on the news, the night previous – still in mid-morning class...

...which meant that no-one saw the ventilation grate in the ceiling pop open...before three robotic forms silently leapt down to the floor.

Frenzy was the first to descend, crouching low and doing a sweep of the immediate area, his secondary pair of arms unfolded and transformed into mini machine-guns...before they resumed their natural form and folded back into his main arms, as he gestured to his comrades.

Next came the black-metal, humanoid form of Frenzy's sibling, Rumble; Rumble was a few inches taller than Frenzy, with a stronger frame, and more armor – since their upgrade after departing Earth the first time, Frenzy had become the "brains" of their little team, and Rumble the "brawn," with Ravage filling up the quota for sheer savagery.

Just then, the black-purple, robotic feline form of Ravage descended noiselessly to the floor, crouching low and letting out a soft, predatory growl, baring his deadly metal fangs, before Frenzy silenced him with a wave.

"_We must move quickly._" Frenzy chattered, in the highly complex language of Cybertron; since their upgrade, Frenzy and his brother were no longer capable of speaking organic languages beyond one or two words or phrases – the hardware and system memory required for inter-species vocal processing were sacrificed for better capabilities and more compact – and thus more stealthy – transformations.

Not that Frenzy or Rumble minded; organic languages were disgustingly simple. Trying to communicate with the species they conquered on _their_ level made Frenzy's processors hurt.

"_Why?_" Rumble inquired. "_The only potential threat here is that Spider-Man..._"

"_The Parker insect is capable of detecting us instinctively._" Frenzy replied. "_If he senses us, he will alert the Autobots, and the Watson female will flee; Commander Soundwave observed that Parker has been excused for a 'doctor's appointment,' which means that we have a window of opportunity to locate the Watson female._"

"_Understood._" Rumble replied. "_Are there suitable devices for us to replace in the vicinity?_"

Frenzy swept a scanning beam through the hallway. "_This way._" he instructed, before he skittered down the corridor, keeping low, his two comrades following. After a few seconds, they came to an elongated storage compartment – or a 'locker' – used by a student. Placing his head to the door and his hand to the dial, Frenzy began to twist it, his audio sensors picking up any changes in the tone of the rotary lock; after three clicks, Frenzy compressed the handle, and the door opened, revealing the student's stored belongings...including a fairly large, black boom-box.

At a nod from Frenzy, Ravage picked up the device in his jaws, carrying it to a human waste-storage canister and dropping it in, as Rumble climbed inside and assumed the shape of the boom-box, mimicking it perfectly. Frenzy then shut the door, before proceeding to another locker, opening it and tossing the CD-player in the garbage container nearby, while Ravage transformed and replaced it, as Frenzy shut the door.

With his comrades successfully hidden, Frenzy proceeded with his own mission, the one that came from Lord Megatron _himself;_ the one he had to carry out before the humans paused in their data-upload sessions for a refueling break. Keeping low, Frenzy scampered towards the office of the school's head administrator, freezing as he heard the sound of approaching footsteps...

As the school janitor rounded the corner, he looked down...and spotted a nice, shiny silver stereo next to a locker. '_Hmm...be an awful shame if it got stolen._' he thought to himself. '_Better drop it in the Lost and Found._' With that, the janitor picked up the stereo, and took it to the Lost and Found bin, right next to the principal's office.

As the human left, Frenzy's eyes rose out of his stereo-form, before dropping back, as he chuckled to himself; the stupid squishy had taken him _right_ to his objective. Still, he had to get the main administrator to _leave_ his office...and then he cackled again, as he realized that the dumb organic had a wireless communicator – a 'pager' – clipped to his clothing. With laughable ease, Frenzy isolated the pager's signal, and sent a message, instructing the human to contact another human elsewhere in the facility; in seconds, the human left his office, heading down the hallway, allowing Frenzy to slip inside, unnoticed.

In the office, Frenzy went right to the human's computer, and brought up the on-line message transit system. Extending his secondary arms, Frenzy flexed his finger-joints, and typed the address to the human Triskelion outpost, an address that would have taken an organic a half-hour to type, but for Frenzy's machine efficiency, it was pathetically easy. With the address entered, one of Frenzy's secondary hands morphed into a metal spike, which Frenzy inserted into the computer's disc drive, as he uploaded the file that he planned to attach to his message...

...the file that would activate the virus he had inserted.

In seconds the file was ready, and Frenzy attached it to the e-mail, and sent it, before quickly erasing any evidence of the e-mail being sent from this terminal, and then zipping out of the office, keeping low, heading for the locker he'd picked for himself, before starting to open it...

...and then, the lunch-bell sounded.

Softly cursing, Frenzy quickly opened the door, tossed the stereo inside into the trash, and closed the door behind him, _just_ as the human teenagers started pouring into the halls.

As she emerged from her Geography class, Liz Allen headed to her locker, as she _always_ did, storing her books, before picking up her silver stereo; since it was a nice day, they could eat outside, and some music would be nice.

As she headed outside to the back of the school, she never noticed the identical silver stereo in the trash...or the eyes that occasionally popped up from _her_ stereo, looking around, before darting back down...

XXXXXXXX

_A few minutes earlier_

As Spider-Man landed on the roof of Midtown High, he quickly found his street clothes where he'd hidden them, and changed out of his costume, hiding it in his knapsack, before heading back down into the school, unnoticed, _just_ as the lunch bell rang. As he headed outside, he met up with MJ, who had just finished storing her texts at her locker. "Hey, Tiger." she greeted. "You okay?"

Peter nodded. "Just a petty robbery; nothing I couldn't handle." he replied. "What about you?"

MJ nodded, smiling. "Roller's been keeping a close eye on me." she said, discreetly gesturing to her backpack, which let out a soft, agreeing squeak.

"Good to hear." Peter said, smiling; having Roller there was the next best thing to having _Optimus_ there. Just then, Peter's cell-phone started to ring, and he promptly answered it. "Hello?"

"_I hear you've made some new friends, Parker._"

Peter's frown was reflex, upon hearing that voice. "MJ?" he said. "You go on ahead and meet up with Kitty; I'll just be a minute."

"Okay." Mary-Jane said, before she headed outside.

Discreetly slipping into an empty janitor's closet, Peter answered Fury's statement. "Is that a fact, Fury?" he replied.

"_This is no time to be a wise-ass, Parker. With the Decepticons on Earth, we need to join forces with the Autobots, and we __**know**__ they've made contact with you._"

Peter's expression turned serious. "You don't have to tell _me_ twice." he said. "Actually, you've saved me a bit of trouble, Fury; Optimus _wanted_ me to get in touch with S.H.I.E.L.D. and the Ultimates."

"_Good._" Fury replied. "_The next time you speak with him – or that yellow Autobot we saw you with – you can tell them that we'd like to speak with them at the Triskelion..._"

Suddenly, the phone line went completely dead. "Fury?" Peter spoke into the phone; no answer. He tried to dial the Fantastic Four, so that they could get in touch with Fury...but the phone wasn't working; the entire phone _network_ was down. '_What on Earth..?_'

Suddenly, his phone started to beep...emitting the warning-tone that Wheeljack had told him about. Instantly, the phone-screen switched from a simple message stating 'Service Unavailable' to a complex mini-map of the school...with three red dots scattered throughout it...

...and _two_ of them were in the outdoor eating-area..._where Mary-Jane was!!_

Quickly, Peter darted out of his hiding-spot, racing outside, hoping he wasn't too late...

XXXXXXXX

_Triskelion_

In his office, Fury muttered to himself as his phone-connection to Parker got cut off. '_A multi-billion-dollar budget, and we __**still**__ can't get decent phone service._' he thought. He tried re-dialing...but nothing happened; the phone was _dead_. He opted to try his _personal_ cell-phone...but _that_ was dead, as well...

Unease started to fill Fury's gut as he strode out of his office into the command center, to find out what was going on...and his unease _doubled_ as he took in the state of the command center. "What the _hell_ is going on?!"

"It's the virus, sir! It went off!" one lieutenant reported. "Dr. Richards notified us a few minutes ago; the virus wasn't going after our database – it was using _our_ network to spread to _all_ lines of communication..."

"...while _we_ were focused on curing it _here._" Fury muttered. "_Damn_ them...how soon before we can fix this?"

"General, I'm not sure you understand." the lieutenant said. "This virus spread to _every_ communication line: military, commercial, civilian..._everything!_ Comms. are down _all over the planet!_"

Fury's eye widened, as he fully took in the lieutenant's words; the Decepticons had just _crippled_ them, leaving them utterly unable to coordinate, or to even contact their allies..."Son," he said, "are you telling me that I _cannot_ call the President and alert him of this, even on a _civilian_ line?"

"General, we can't even call for a _pizza_, let _alone_ the _President!_"

Fury's eye narrowed. "_Tell_ me we know where the activation signal came from."

The lieutenant nodded. "Just before everything went down, we received an e-mail with a fairly large attachment – that must have been the activation code – from...Midtown High School, in Queens..."

Fury's eye widened. "Midtown?" he repeated. "What would those metal maniacs be doing..?" But then he froze, as it hit him: the Decepticons had stolen the files on _every_ super-human they knew about..._including_...

"They're going after Spider-Man!" Fury declared. "I want every available agent to head to that school with me, and I want Rogers and his team on full alert; this could be the first step to a _major_ offensive! We'll need the Ultimates ready if the Decepticons attack the Triskelion!"

"Sir?" the lieutenant asked. "Shouldn't a few of them accompany you..?"

"The Autobots are probably on their way to that school, by now; we'll be fine." Fury replied. "Right now, we need to find _some_ way to get our communications back up; _double-time_, people!" With that order, the command center staff got to work, as Fury headed out, hoping he wasn't too late...

XXXXXXXX

_Midtown High_

As Peter hurried outside, he was _immensely_ relieved to see MJ, safe and sound, at their usual table, sitting next to Kitty. Mary-Jane noticed his expression as he walked over. "Peter?" she asked. "What's wrong?"

"They're here." Peter whispered. "Wheeljack's program alerted me to _three_ Decepticons nearby, and _two_ of them are around _here._"

Kitty's eyes widened, as she quickly looked around. "Where?" she whispered.

"I don't know; I'll give Wheeljack a call – he'll give us the low-down." Peter answered, taking out his phone, and bringing up the mini-map, showing the two red dots nearby...but there were no vehicles in those directions. Peter then tapped the red Autobot insignia on the screen; at once, the dial-tone sounded...

"_Wheeljack, here, Peter. Is everything okay?_"

"Yeah, we're okay, 'jack." Peter replied. "We've just got a couple of 'Cons around, and we don't see 'em."

There was a momentary pause. "_Hmm...their power-signatures are pretty small...they __**have**__ to be Frenzy, Rumble, and Ravage; they're the only 'Cons capable of effectively hiding in such an open area...which __**also**__ means that Soundwave is likely in the area._"

"Terrific." Peter muttered, as he scanned the area...until his spider-sense lightly spiked as his gaze found a silver stereo, resting on the table that Liz and her friends were sitting at...and then, a metallic eye momentarily popped up, looked around, and dropped back before anyone could notice. "I see one." Peter whispered. "Liz's stereo."

Kitty looked worried. "Do you think they're after Mary-Jane?"

"_It's very likely._" Wheeljack answered. "_With Barricade's earlier failure, the Decepticons will attempt to procure your ancestor's lenses again, Miss Watson._"

MJ looked stricken. "_Great._"

Peter gave her hand a reassuring squeeze. "I won't let them hurt you, MJ." he whispered. "I _promise._"

MJ smiled weakly. "Thank you." she cooed.

Just then, another voice came in over the line. "_Peter, this is Optimus. We've just received new intel; a virus that the Decepticons planted earlier in the military network has just activated, shutting down communications across the globe._"

Peter's eyes widened. "I...I was just talking to Fury earlier...he got cut off..." he murmured. He hadn't thought too much of it then...but _now..._

"_With your report of Frenzy and his team nearby, it is __**very**__ likely that the Decepticons will try something soon, now that your government cannot effectively coordinate a counter-offensive._" Optimus added. "_I am en route to your school, now, as is Ironhide, and Bumblebee is standing by; Peter, we need you three to somehow evacuate the school – we can't risk a battle with your classmates in the line of fire. Once you have, we need you to get Mary-Jane as far away from the school as possible; leave the Decepticons to __**us.**_"

"Got it, Optimus." Peter replied. "We'll do what we can." With that, Peter ended the call.

Kitty sighed. "So, now we have to tell the principal." she said. "Won't _that_ be fun; 'Uh, Principal? We _really_ hate to bother you, but we're pretty sure that there are three shape-shifting psycho-robots on school grounds'."

Peter nodded glumly...and then smiled slyly. "Maybe we don't _have_ to." he said. "Optimus said we had to _evacuate_ the school...he never said _how._" With that, he reached into his knapsack, and discreetly put on one of his web-shooters. After making sure no-one was looking, Peter fired a web-line at a nearby fire-alarm, and pulled, triggering it.

Instantly, the alarm klaxon echoed from the building, prompting every student to follow the evacuation plan. As he, MJ and Kitty got up to follow the mass of students calmly leaving, Peter let out a relieved sigh...and then _froze_ as his gaze intersected the red optics of the concealed Frenzy, who'd been watching him like a _hawk._

As Liz reached for her stereo, she shrieked in utter _terror_ as her stereo suddenly sprouted a clawed metal hand, before shifting and morphing into a spindly, insect-like metal _horror_. Frenzy growled in fury as he glared across at Peter and MJ, uttering a single, borderline-unintelligible word, containing not a _trace_ of humanity.

"_Watson!!_"

"_OH MY GOD!!!_" Liz shrieked, mirroring the panicked screams of her fellow students, as the organized evacuation turned into utter pandemonium; students ran every which way, trying to escape the killer robot, except Liz, who was frozen to the spot. Frenzy hissed, before he fired a full clip of razor-sharp metal discs from his chest, whirring as they cut through the air towards Peter, MJ and Kitty...but Peter quickly upturned their table, turning it into a shield, as the discs buried themselves in the wood. Frenzy let out an enraged expletive in Cybertronian, his fury only growing from the pathetic wails of the immature organic female next to him. Snarling, Frenzy turned towards her, extending his clawed secondary arms, to _silence_ her whining...

Kitty thought fast, phasing herself through the table-shield, before running straight at Frenzy and unleashing a phase-powered punch, phasing her hand deep into his torso; Frenzy let out an electronic howl of agony, clutching his chest in a mechanical seizure, as his systems started to short out...

"Liz, you _moron!_ _RUN_ for it!!" Kitty shouted. Her earlier attitude towards Kitty completely forgotten, Liz did as she was told, running away from Frenzy as fast as she could, fully clearing the area.

Turning back, Kitty's eyes widened as Frenzy's spasms started to lessen; though her powers could disable most machinery and electronics..._Transformers_ were evidently a hardier breed. Snarling in fury, Frenzy's secondary arms morphed into automatic weapons, as he unloaded a full clip at Kitty...but Kitty managed to dodge Frenzy's fire, while thanking _God_ that she hadn't forgotten her training at the Institute.

As he saw Frenzy engage the human from his vantage-point on the table, Rumble quickly shed his disguise, assuming robot-mode, before arming his shoulder-mounted missile-launchers, taking aim...

Peter saw the second Decepticon – _Rumble_, he figured – take aim at Kitty, and he quickly fired a web-line at him, startling the second Decepticon...before Peter hauled him _right_ off his feet, tossing him towards Frenzy. "Kitty, _DUCK!!_" Peter shouted, and Kitty promptly did so, as Rumble crashed _right_ into Frenzy, sending both mini-mechs sprawling.

"Get MJ out of here!" Peter shouted. "I'll keep these metal morons busy until Prime and Ironhide get here!" Kitty and MJ both nodded, before running off, as Peter darted into a shadowy corner, to don his costume; it wouldn't do for anyone to see _Peter Parker_ battling two Decepticons.

In the back of his mind, Peter inwardly sighed. '_It's official; today could __**not**__ get any worse._'

XXXXXXXX

As the students of Midtown High fled for their lives, they quickly felt _fresh_ terror fill them, as a customized, black Corvette roared towards the school...before it started to change; gears shifted, components rearranged as the Corvette's front dash became two powerful black-metal legs, its trunk unfolding into arms, with its twin speakers built into its forearms, ending in clawed hands, the body of the car morphing into a powerful black-armored torso, with a high-powered machine-gun resting on its right shoulder, as a black, helm-clad head rose out of the torso, with a dark red visor, and a silver face-plate where its mouth should have been.

As the immature organics fled in terror at the sight of him, Soundwave's optics swept over the crowd, searching for the Watson female; if his minis had let the human escape, he had to intercept her...

"_FREEZE!!_"

Soundwave paused, as he half-turned, looking over his shoulder at the two human police-vehicles that had pulled up behind him, the small group of human police aiming their pitiful weapons at him. "You're...you're under arrest!" one stammered, his puny hands shaking in fear. "P-Put your h-hands where we c-can see them!"

Soundwave chuckled mirthlessly, as he turned around, mockingly holding up his hands, as he activated his sonic-pulse projection system; his speakers started to whirr, and rumble, gathering energy, before redirecting sheer sonic force to his hands, as his monotone words terrified the humans as much as his weapon.

"_As you wish._"

With that, the massive sound-pulse roared from his hands, blasting the two vehicles away, as the humans ran for their lives, just _barely_ escaping.

With that nuisance dispatched, Soundwave resumed his scan of the fleeing human teenagers...and then, his optics detected a match from Lord Megatron's files on the Watson girl; in seconds, Soundwave's visual-recognition subroutines cross-referenced the human face against the files on the Watson girl's acquaintances...and found a match.

As Liz ran from the _new_ psycho-robot, she saw Flash running for his truck. "Flash, wait up!!" she cried, but Flash kept running, tapping the keyless ignition on his key-chain, starting the truck and opening the door...

Soundwave's optics quickly locked onto the primitive vehicle, his machine-gun flipping down as he fired a clip into it; the high-caliber rounds tore through the truck, blasting it apart before the two humans could reach it.

Flash let out a cry of dismay. "_My truck!!_" he wailed. "That thing _totaled_ my truck!!!"

Liz looked up at the approaching machine, her eyes wide with terror. "Flash, that's the _least_ of our worries, right now!!"

Soundwave loomed over the two humans, his machine-gun taking aim, its barrel rotating menacingly. "_Where is the human Mary-Jane Watson?_" he boomed.

Liz froze. "W-What..?" she stammered. "You're...you're looking for MJ?? _Why?_"

"_Your inquiry is irrelevant, organic; your survival is of equally little consequence. Disclose her location or be terminated._"

Flash grimaced. "Liz, for the love of God, _tell_ him!!!"

As the human female stammered, her feeble bio-processors clearly conflicted, Soundwave decided not to bother; his machine-gun's rotating barrel started to spin faster, warming up...

...and then, Soundwave was sent sprawling by a plasma-blast, as Bumblebee ran towards the two cornered teens. "_Go!!_ Get out of here!!" he shouted, keeping his blaster fixed on the recovering Soundwave.

"_**Another**__ one?!!_" Flash cried.

"_Just leave us alone!!!_" Liz wailed. "_We never did anything to you!!!_"

"Will you two _cool_ it?!" Bumblebee shouted. "I'm an _Autobot!!_ A _good guy!!_ Now _move your afts!!!_"

By then, Soundwave had recovered. "_Foolish Autobot._" the Decepticon Commander mocked, charging his sonic-pulse cannon. "_Your concern for the organics is your undoing._" And he punctuated the sentence with a sound-pulse.

"_Oh, SCRAP!!!_" Bumblebee cursed, as he scooped up the two teens and gently tossed them clear, and then quickly switched on his defense-screen, _just_ as the sonic-pulse took him full-on in the torso, knocking him _well_ into the school's football field.

"Ugh..." Bumblebee muttered, as he got to his feet, "...whatever glitched-up mech it was that _invented_ that _Cog-damned_ sonic-pulse projector ought to be tossed into a _slow-burning smelter..._" Then, as Soundwave stomped towards him, Bumblebee deleted the rest of his lengthy curse, as he snapped down his face-mask, fully in battle-mode, now.

Hopefully, Pete could handle things on his end for a bit longer...

XXXXXXXX

As Kitty and Mary-Jane ran through the hallways, Kitty smiled triumphantly as she spotted the exit. "Okay, Mary-Jane, just a few more..!"

But she stopped, as a metal growl cut the air, before a deadly-looking robotic wildcat jumped out at them, blocking their way.

Mary-Jane gulped. "I'm...I'm guessing _that's_ Ravage."

Kitty's eyes narrowed, as she charged at Ravage, ready to _phase_ his sorry metal ass. Ravage matched her charge...but as Kitty closed on him, Ravage jumped to the wall, running _past_ her...and heading _right for Mary-Jane!!_

MJ screamed as Ravage pounced at her, knocking her to the floor, his deadly metal fangs inches from her face...and then, two thin mechanical arms extended from her backpack, jabbing into Ravage, and unleashing a high-powered electrical surge, shocking the Decepticon beast, driving it back, stunned into submission.

Both Kitty and MJ breathed a relieved sigh...and then froze as Rumble came stomping towards them, his red optics narrowed in fury, as he armed his missile-launchers...

...and then a web-line tangled around his leg-strut, tripping him and sending him sprawling. "Hey, didn't you hear, metal-head?" Spider-Man called from behind Rumble. "There's a _law_ against bringing weapons into this school!"

Rumble's only reply was an electronic snarl, as his hand started to expand, becoming a massive metal, piledriver-sized fist, his free hand grabbing hold of the web-line.

Spider-Man's eyes widened behind his mask, his spider-sense spiking. '_Uh-oh._'

Rumble _pulled_ the web-strand, yanking Spider-Man towards him, where he _slammed_ Spider-Man with his fist, sending him flying, to crash hard into the tile floor, cratering it.

Spider-Man coughed, and then shouted, "_RUN!!!_" Kitty and MJ quickly did just that; as Rumble started to turn towards them, Spider-Man fired two web-lines, pulling himself towards Rumble, to _slam_ the Decepticon with a haymaker, sending _him_ flying.

"_Ow!!_" Spider-Man softly yelped, shaking his hand. '_Aw, man, I __**hate**__ how these guys are made of metal!_'

Just as quickly as he had, Rumble jumped to his feet, his other hand morphing into a machine-gun, as Ravage started to recover. Quickly, Spider-Man fired a web-bolt at Rumble, splatting it over his eyes, before snagging Ravage with a web-line, and tossing him into Rumble.

Suddenly, a metallic snarl cut the air, as Frenzy ran at him, jumping onto his back, ready to slice into him with his claws, but Spider-Man quickly twisted and tossed the Decepticon off. Snarling, Frenzy's hands morphed into machine-guns, ready to fire...

"Hey, Scrap-Head!!"

Startled, both Spider-Man and Frenzy turned to see Mr. Witwicky there, brandishing an electric saw.

"Remember _me?!_"

With that, Spike sliced the saw right into Frenzy's neck, sawing his head _clean_ off. Frenzy's body instantly went limp, but his head bounced around, before extending tiny spider-legs, as he started to babble at his two comrades. Rumble nodded, before firing a cable at Frenzy's body, pulling it towards him and hefting it onto his shoulder, before running off, as Ravage turned, and ran in another direction.

Spider-Man turned to Spike. "Uh...thanks."

Spike grinned. "No problem."

Spider-Man looked to Frenzy's head. "_Nasty_ little critters, aren't they?" he said. To Frenzy, he added, "Not too hasty to try shooting anyone up _now_, huh?" With that, he booted Frenzy's head, sending the cursing, crippled mech flying.

Spike chuckled. "Second time I've seen 'em, and they're _just_ as nasty as they were back then."

Spider-Man's eyes widened. "No kidding?"

"Nope." Spike answered. His expression turned grave. "You'd better get going, Spider-Man; sounds like there are _more_ Decepti-chops to bust, outside."

"Sounds like it." Spider-Man agreed. With that, he darted outside.

As Spider-Man emerged from the school, he had only a few seconds to leap aside as Bumblebee crashed to the ground from a larger Decepticon's sonic-pulse weapon. As the black mech stomped towards Bumblebee, aiming his machine-gun at him, Spider-Man fired a web-bolt, blinding the mech, giving Bumblebee enough time to recover...and then the Decepticon ripped the webbing off his visor. "_You cannot defeat us with tricks, organic._" he thundered.

And then, the sound of a diesel engine filled the air. Behind his mask, Spider-Man grinned. "Wasn't trying to."

Seconds later, a red-and-blue semi truck roared into view, racing straight towards them, separating from its trailer, flanked by a black GMC Topkick...and then, Optimus and Ironhide rapidly assumed robot-mode, rolling up onto their feet. His optics narrowing, Optimus reached down, pulling twin pistol-type firearms from panels that had opened in his shin-struts. He then tapped a button on one weapon, extending it, and then merging it with the other, forming a rifle-type weapon. Ironhide quickly flipped out his cannons, ready to back his leader up at a moment's notice, as Optimus took aim, and fired.

The powerful plasma-blast ripped into the Decepticon's armor, driving him back, as Optimus and Ironhide closed on him, aiming their weapons at him. "It's over, Soundwave." Optimus thundered.

The Decepticon – Soundwave – chuckled coldly. "_It won't be over, Prime, until Lord Megatron possesses the AllSpark._"

"It's over fer _you_, slagger." Ironhide rumbled.

"_Once again,_" Soundwave chuckled, "_you are mistaken, Autobot...for you all share the same fundamental programming defect._"

With that, Soundwave aimed his machine-gun at the crowd of students a few meters away, as the barrel expanded into a missile-launcher...before Soundwave opened fire, launching a full salvo of missiles at them...

Optimus' optics widened in horror. "_Covering fire!!_" he ordered, as he, Ironhide, and Bumblebee all targeted the missiles, detonating them before they were close enough to do any harm...

...and with that distraction, Rumble, carrying the body and head of Frenzy, rushed out, as Soundwave assumed vehicle-mode. Rumble pulled open the back door, and hopped in, as Soundwave raced off.

Optimus frowned to himself...before he turned to the fires left by Bumblebee and Soundwave's battle. "Autobots: damage control." he ordered, as he separated his firearms, adjusting them to emit sub-zero blasts, and fired, the sub-zero energy pulses extinguishing the flames, as Ironhide and Bumblebee did the same. Once the fires were out, the three Autobots put away their weapons.

"Sorry I couldn't take down Soundwave, Prime." Bumblebee said, his face-mask sliding up. "With all the students running into 'Wave's line of fire, I didn't have time to..."

"You did your job, Bumblebee." Optimus answered, his own face-mask retracting. "Well done."

Ironhide smiled. "We'll get that son-of-a-glitch, sooner or later."

Optimus then looked to Spider-Man. "You did well, today, Spider-Man." he continued. "Your actions prevented anyone from being in the battle-zone."

Out of the corner of his eye, he saw MJ in the crowd of students, many of which were looking at the Autobots, murmuring softly. "Yeah." he agreed. "We did good." Then, he chuckled as he saw Kitty walk towards them, her expression mildly awed as she saw Optimus. "You haven't been introduced yet, have you?" Spider-Man quipped. "Optimus, this is Katherine 'Shadowcat' Pryde, formerly of the X-Men; Kitty, this, as you've likely guessed, is Optimus Prime, Supreme Commander of the Autobots."

Optimus smiled. "A pleasure to meet you, Miss Pryde."

Kitty smiled back shyly. "L-Likewise, sir." she said. She looked to Bumblebee. "'Bee? That's you, right?"

"Yep."

Kitty then looked to Ironhide. "And you would be..?"

"Ahrnhide." came the reply. "Scrappin' 'Cons is what I do best."

Kitty giggled. "You sound like Wolverine." she said. "Wow...you guys are..._wow..._"

"Yeah, they _do_ have that effect."

Turning, Spider-Man saw Spike walk out of the school, smiling up at the Autobots. "It's good to see you, again, Optimus." he added.

Optimus paused...and then smiled. "_Spike?_"

Ironhide laughed. "Boy, is that _you?_"

Spike grinned. "You _bet_ it is, you crusty old rust-bucket!" he teased, earning a guffaw from Ironhide. "They're _still_ making missiles compatible with your cannons, are they?"

"I ain't obsolete _yet,_ kiddo!" Ironhide declared. "I can still scrap 'Cons with the best of 'em!"

"I don't _believe_ it!" Bumblebee exclaimed. "It's _great_ to see you, Spike!"

"You, too, 'Bee." Spike answered. Grinning, he added, "So, _you're_ why Peter Parker was having so many problems with his Camaro; should've known!"

Under his mask, Spider-Man suppressed a smile. "Wow, poor guy; hope he wasn't _too_ freaked."

"Don't worry; he got over it." Bumblebee replied, playing along.

Spike chuckled. "Well, you sure got a better alternate-form _this_ time, eh, 'Bee? Beats being a Volkswagen Bug!"

"Hey, I was all the rage, back then, pal! I didn't see _you_ complaining!" Bumblebee laughed. "So, have you seen Carlie, lately?"

Spike sheepishly scratched his head. "Well...you know..."

Optimus chuckled. "Anything you'd like to tell us, Spike?"

"Well...a while after you guys left, Carlie and I...started dating...and a few years later...we got hitched." Spike said. He grinned. "This coming June will be our nine-year anniversary, and our son will be five, this December."

Bumblebee laughed. "Our boy Spike, with a spark-ling of his own!" he said. "Where _do_ the voruns go..." but then he paused, as an unsettling realization hit him. "Oh, _scrap_...I'm _OLD!_"

Ironhide laughed. "Welcome to _my_ universe, kiddo."

Spike chuckled, before his expression became grave. "So, what are Megs and his goons doing here?"

Optimus' expression mirrored Spike's, but before he could answer, several black helicopters flew in overhead, hovering above them. As the helicopters touched down, numerous black-clad armed men flooded out.

S.H.I.E.L.D. agents.

As several agents started to clear the area of the crowd, ushering them away, Spider-Man caught Mary-Jane's anxious gaze, nodding to her, telling her to go with them. As he saw her leave, Spider-Man then saw the rest of the agents form a perimeter around him, Kitty, and the Autobots...as Nick Fury himself walked out of one chopper.

Fury looked up at Optimus, his one eyebrow arched. "Autobot Supreme Commander Optimus Prime."

"S.H.I.E.L.D. Director, General Nicholas Fury." Optimus replied, not even so much as _flinching_ under Fury's gaze.

"So we've heard of each other. Good." Fury said. "We can get down to business, then." His eye narrowed. "The Decepticons have completely taken out our communications; if we're going to coordinate anything that remotely _resembles_ a response to them, we need to get our systems back online."

"Agreed." Optimus said. "We'll have Wheeljack get started on that, immediately."

"You should have him coordinate with the Fantastic Four." Fury said. "Richards and his team have been working on that virus non-stop; they can bring him up-to-date."

Optimus nodded. "I'll instruct Wheeljack to teleport down; from what we've heard of them, between the Fantastic Four and Wheeljack, your systems will be back up in no time."

"Good; once we're back up, we can focus on tracking down the Decepticons." Fury said. "But there's still one more question that needs answering, Prime: _why_ did you all come back here? Why _now?_"

Optimus' optics narrowed...and then widened, as his radio picked up a priority transmission. Instantly, he switched it on, the antennae on his helm extending. "Prime here." he answered. There was a pause. "_What?!_" Another pause. "You're _sure?_" Another pause. "Good; have them teleport to the Triskelion. I'll send further deployment orders to the _Aeon_." One more pause. "I figured you'd say that, Ellie." Optimus chuckled. "I'll meet up with you there. Prime out."

Fury's eye narrowed as Optimus ended the transmission. "What was _that_ about?"

"We've intercepted a Decepticon transmission." Optimus answered. "Megatron has ordered the Constructicons to attack the Triskelion."

"_What?!_" Fury exclaimed.

"Oh, _slag!_" Ironhide muttered. "That means _Devastator_; won't _that_ be fun."

"It gets worse." Optimus said. "Now that Megatron _knows_ that powered humans – such as Spider-Man and Miss Pryde – are a threat to him, Megatron has ordered an attack against the Xavier Institute."

Kitty gasped. "But...but the X-Men have _disbanded!_"

"That's probably why Megs ordered it, Kitty." Bumblebee said grimly. "He wants to make sure they don't _re-form._"

Optimus nodded. "Not only that, but Megatron will most likely want to ensure that Earth communications do not resume, so an attack against the Baxter Building is likely imminent, as well."

Ironhide grumbled. "Our forces are gonna be stretched tight, Prahm."

"Not necessarily." Fury said. "The Ultimates are standing by; the Decepticons won't be getting our base without a fight."

"I _know_ the X-Men will help." Kitty added. "I mean, we're dealing with the _extinction_ of the human race, here!"

Optimus nodded. "Also, our reinforcements have arrived." he said. "We've instructed Grimlock and the Dinobots to proceed to the Triskelion, and meet up with the Ultimates. I plan to instruct Wheeljack to head to the Baxter Building with Prowl, Hound and two of our assault specialists, Sideswipe and Sunstreaker." He turned to Spider-Man. "Spider-Man, we need you to head there, as well."

"What about you?" Spider-Man asked.

"The three of us will rendezvous with Jazz and Ratchet, and head to the Institute; another of our operatives will wait for us there." Optimus answered.

"_And_ me!" Kitty spoke up. "They're still my friends, Optimus; I'm not bailing on them."

Optimus nodded. "Agreed."

"Good luck." Spike said.

Bumblebee nodded. "Thanks, Spike; we'll _need_ it." Then, Spike walked away, heading over to check on the crowd of students.

"I'll head back and notify the Ultimates; if you're right about that 'Devastator,' we'll need to be ready." Fury said. He turned to Optimus. "We'll have to finish our conversation later."

"I suppose so." Optimus replied. With that, Fury headed back to his chopper, followed by the S.H.I.E.L.D. agents, before the helicopters took to the air, flying off.

"You'd best get going, Spider-Man." Bumblebee said. "We'll be fine; if the 'Cons go after the Fantastic Four, Prowl and the others will need someone who knows the town."

Spider-Man slowly nodded...and then his thoughts flashed back to MJ. "But what about...?"

"Roller is still with Mary-Jane, Spider-Man." Optimus assured him, tapping the side of his helmet. "That means that I'll still be keeping an optic on her."

"Okay." Spider-Man replied, reassured. "Well...good luck."

"You, too." Bumblebee said. With that, Spider-Man fired a web-line, and swung off towards the Baxter Building.

Even though the situation was grim, he couldn't help but smile as Optimus' call to action filled the air.

"_Autobots: Transform and Roll Out!!_"

With that, Spider-Man swung off, as Optimus, Ironhide, and Bumblebee assumed vehicle-mode, Kitty hopping into the Camaro as Optimus linked back up with his trailer, before they drove off.

XXXXXXXX

_Undisclosed location_

"_You neglected to mention this part of your plan, Megatron._"

Megatron inwardly scowled, annoyed at the tone this organic was taking. "_Plans change, von Doom. The effects that the human weapons had on Blackout was unexpected._"

"_Indeed._" Doom answered over the Decepticon-built communicator. "_Your operative's virus also knocked out Latveria's communications; I hope you recall our agreement..._"

"_I keep my word, organic._" Megatron answered. "_The loss of your communication systems was unfortunate, but unavoidable._"

"_Very well._" Doom said. "_But know this, machine: Doom is not to be trifled with._"

Megatron suppressed his laugh at the thought. "_Then we are alike in that, von Doom. Megatron out._" As he ended the transmission, Megatron contacted his loyal Commander. "_Megatron calling Soundwave; did everything go as planned?_"

"_Perfectly, my Lord._" Soundwave answered. "_Though we were unable to capture the Watson female, we have drawn the Autobots' attention; they are proceeding to intercept us, while Ravage is standing by._"

"_Excellent._" Megatron said. Though not capturing the female was irritating, this tactic was _guaranteed_ to work. "_And the humans?_"

"_Panicking, my Lord. The initial attack did exactly what you had planned._"

Megatron laughed. "_Well, let's give them __**more**__ of a reason to panic._" he said. "_Once the humans have completely turned on Prime and the Autobots, destroying them will be simple, even __**without**__ the AllSpark. You will report back when you have obtained the human._"

"_As you command, Lord Megatron._"

As the transmission ended, Megatron chuckled to himself. Sometimes, he _had_ to admire his own brilliance.

'_Soon, 'old friend,' I will rip out your spark with my own hands...and your precious humans won't help you._'

XXXXXXXX

_Midtown High_

After the Autobots had left, the school staff had told the assembled students to head home, letting them quickly head inside to gather their things before leaving. Heading to her locker, damaged from the battle, Mary-Jane quickly picked up her purse and texts, before walking out...

...completely oblivious to the pair of glowing red optics glaring up at her from her purse, before powering down, where no sensors could detect him.

Silently, Ravage chuckled; being modular was _another_ advantage these organics did not have. It had been easy to separate his upper and lower components to assume _two_ alternate forms, reducing his power-signature enough for the Autobot unit on her back to avoid detecting him.

His infiltration complete, Ravage assumed a low-power stand-by mode, waiting for his Lord's next orders, as the oblivious organic headed to her home.

XXXXXXXX

_Author's Note: I am SO sorry about the delay; I've been a little sidetracked. Thank you all for your patience!_

_Coming Soon:_

_With Earth communications Down, Megatron and the Decepticons make their move against the Earth's super-powered teams…_

_…but is this assault just part of a more insidious scheme?_

_Can Spider-Man and the Autobots stop them in time?_

_Find out in "Bait and Switch," coming to your computer soon…_


	6. Bait and Switch

CHAPTER FIVE: BAIT AND SWITCH

_"Charles Xavier's dream was to see mutants and humans live together peacefully. Ever since he found me, I believed in that dream with my whole heart...although I've had my doubts, at times, I admit. When Xavier died, I thought that it would be enough to turn the Institute into a place of learning for mutants...but Xavier's dream needed the X-Men. I forgot that, I know now. I just wish it hadn't taken an attack from giant, homicidal alien robots to figure it out..." – Scott "Cyclops" Summers, former X-Men Field Commander, Headmaster of the Xavier Institute for Gifted Children._

_Daily Bugle, New York City, November 13, 2007_

"_What the bloody blue blazes is going on?!_"

The trademark bellow of J. Jonah Jameson echoed through the busy office of the Bugle as JJ stormed out of his office. "I was just talking to one of our reporters who thinks he saw one of those 'Decepticons' in Queens, when suddenly the phone goes dead!" Jonah shouted.

"We know, Mr. Jameson." came the calm voice of Robert "Robbie" Robertson, the Bugle's editor-in-chief. "_All_ our phones are dead, including cell-phones. _Something's_ happening..."

"...which means that we need someone to cover it!" JJ exclaimed. "And where the hell is Parker?! I mean, the biggest thing – literally – that happened to this planet stomps through his neighborhood, and does he bother to show up?!"

"Well, sir," Robbie suggested, "he could be out getting photos, right now."

"For his job's sake, Robertson, he'd _better_ be." Jonah said. "Right now, I want every reporter and photographer we have out on the street; if there's a car driving by itself, I want our people out there to see it!" He paused. "Why are you all still here?! _Get moving!!_"

At that, the Bugle staff promptly resumed activity, as the Bugle reporters – no longer able to rely on their computers for news updates – grabbed their coats and headed out.

Despite the severity of the situation, Jonah had to smile to himself. '_Nothing wrong with journalism the old-fashioned way._' His thoughts returning to the present situation, Jonah headed into his office...and emerged with his old brown trenchcoat and fedora, his trusty pencil and notepad in his pocket.

"Jonah??" Robbie exclaimed. "What are you doing?"

"What do you think, Robertson?" Jonah replied. "You don't think I'm going to miss a story _this_ big, do you?"

Robbie chuckled. "You think you're up to it?"

Jonah laughed. "Are you kidding? I _live_ for stories like this!"

"Well, good luck, out there." Robbie said. Jonah nodded, and with that, he headed out the door.

Jonah "Jigsaw" Jameson was on the case.

XXXXXXXX

_International airspace_

Far out over the Atlantic Ocean, a lone F-22 fighter jet soared across the sky, heading west, towards U.S. airspace. As it flew, its radar detected a lone Black Hawk helicopter, heading on a parallel path; judging by their distance, they would arrive at roughly the same time.

"_Blackout calling Starscream. Report._"

"I do not answer to you, Blackout." Starscream snapped.

"_My apologies._" Blackout retorted over the radio, his vocal processors _dripping_ with sarcasm. "_Did you receive Lord Megatron's orders?_"

"I heard; 'our Lord' wishes us to attack the 'Xavier Institute'." Starscream muttered. "All because he could not apprehend a _single human girl._"

"_You know that these 'mutants' are a considerable threat as well as I do, Starscream; this attack – with the other two – will both distract the Autobots, and further panic the humans, undermining Prime's efforts to ally with them._" Blackout replied. "_Lord Megatron has told me that the Autobots are scrambling to defend the three human installations; Prime and four other Autobots are heading to the Institute._"

_That_ got Starscream's attention. "Really." he said, chuckling to himself; maybe this mission wouldn't be _so_ bad, after all...

"_Remember Lord Megatron's orders, Starscream. We are to engage the Autobots and draw their attention, before withdrawing._"

Starscream suppressed a scowl. "Megatron sends only the two of us with Barricade and your mini, yet he does not want us to destroy the Autobots." he said. "The fool."

"_Watch yourself, Starscream._" Blackout warned. "_Lord Megatron has taken precautions; should the humans fight back, we will have reinforcements._"

Muttering to himself, Starscream ended the transmission. He didn't care what Megatron ordered; here was his chance to strike back at Optimus Prime.

He _wasn't_ going to waste it.

XXXXXXXX

_Baxter Building, New York City_

It had only taken a few minutes for Spider-Man to spot the Baxter Building; as he swung through the city, he kept his eyes peeled, looking down at the street, trying to spot Prowl and his team...and then he spotted them.

It wasn't every day that you saw a police car, a silver race-car, an army Jeep, and two Lamborghinis – one red and one yellow – driving in formation.

As the five-vehicle group drove towards the Baxter Building, Spider-Man swung ahead of them, touching down at the main entrance of the Building; within a minute, the Fantastic Four stepped out to meet him. "What's the situation, Spider-Man?" Reed asked.

"Oh, just the usual." Spider-Man replied, as he absently rubbed his chest where Rumble had decked him. "Got punched out by a psycho robot. _Loads_ of fun." With that, he began to give the Four the Reader's Digest version of what had just happened.

When he finished, there was a momentary silence...before Ben shook his rocky head. "You went up against alien robots, and we missed it." he grumbled.

"That's what we get for letting Reed and Sue play with their computers." Johnny quipped.

Sue lightly glared at her brother. "Johnny, if we don't get global communications back up, when the Decepticons attack again, we'll be sitting ducks."

"That's why we need to contact the Autobots." Reed added. "They likely know more about counteracting Decepticon-designed viruses than we do."

Spider-Man chuckled. "I think I can help with that." he said, as he heard the familiar sound of Prowl's engine. Turning towards the sound, he called out, "They're over here, Prowl!"

With that, Prowl and his team drove over to Spider-Man and the Four, stopping just in front of them...before they transformed; the Jeep became a tall, dark-olive-green mech, with a machine-gun on his shoulder; the race-car became a blue-and-white mech, with blue optics, a silver face-plate, and two fin-like "ears" extending back from the sides of his face; and the Lamborghinis became near-identical mechs, one red-and-black, the other yellow-and silver.

"We came as soon as we got Prime's message, Spider-Man." Prowl said. "Based on our intel, the Decepticons will attack within the hour."

"I think we can help get Earth's network back online within that time." the blue-and-white mech – _Wheeljack_, Spider-Man recognized – added.

"Good to hear." Spider-Man replied. To the Fantastic Four, he said, "Reed, Sue, Johnny, Ben, meet Prowl, Hound, Wheeljack, Sideswipe, and Sunstreaker; Autobots, meet Dr. Reed "Mr. Fantastic" Richards, Dr. Sue "Invisible Woman" Richards, Johnny "The Human Torch" Storm, and Ben "The Thing" Grimm."

Ben whistled. "_Jeez laweez_...heard you guys were big..."

"Wait 'till you see Prime." the green mech – Hound – chuckled. "Heck, just wait 'till you meet a _Supreme_, like Omega."

The yellow mech frowned. "This better not mess up my wax; I just put on a fresh coat, a few cycles ago."

"Hey, I _hear_ ya, dude." Johnny agreed. "Every single time I tune up one of my cars, either my sister or Reed drags us off on another crazy mission."

The red mech chuckled. "What are you complaining about, Sunny? This is the first chance we've had to scrap 'Cons in the past few kilo-cycles! This is gonna be _fun!_"

Wheeljack walked towards Reed and Sue. "Have you two been trying to reinitialize the core programs directly?" he asked.

"We tried; no good." Reed answered. "That virus has too many recursives; every time we try a reboot, it just mucks the whole thing up, again."

"Figured that's what Frenzy would do..." Wheeljack thought aloud.

"Could we rewrite the virus? Shut it down that way?" Sue suggested.

"Not without doing even _more_ damage." Wheeljack replied. "Frenzy would have put it in _deep_, so that just _trying_ to get at it would make your entire system crash and burn. Taking it apart is going to take time we _don't_ have." He paused. "Wait...before the advent of computers, you used radio waves for global communications, correct?"

Reed nodded...and then he understood. "If we can tap into one of those old signals...then maybe your ship..."

"...could lock onto it, and we could use the _Aeon_ as a communications hub!" Wheeljack finished. "That could _work!_"

Prowl groaned. "Wheeljack, you're talking about using our _ship_ as a switch-board for the communications of an entire _planet..._"

"Only for high-priority transmissions." Wheeljack answered. "If we can just reprogram Earth's satellites to accept these old signals, we should be able to boost their signal strength enough for the _Aeon_ to pick them up!"

"_Primus_, 'jack, only _you_ could think up an idea _that_ fritzed-up!" Hound chuckled.

"Terrific." Ben quipped. "_Just_ what we need: a Robo-Reed."

Reed was in full scientist-mode, now. "Sue and I should be able to use the Baxter Building to tap into one of these frequencies. Will you be able to tap into our satellites?"

"Give me access to a computer terminal, and I can do it, no problem." Wheeljack answered.

"There's one on the roof; you should have enough room to use it." Sue said. "Can you get up there?"

"I think so."

"Wait, you're _serious??_" Sideswipe exclaimed.

"It's the best idea we have right now, Sideswipe." Prowl said. "Wheeljack, do whatever you can to assist the Doctors; the rest of us will have to hold off the Decepticons when they attack." Wheeljack nodded, and started to climb up the Baxter Building, heading to the roof, as Reed and Sue headed inside. "Hound, your optics are the sharpest we have; you'll stand guard here while the Twins and I go on patrol – if the 'Cons manage to sneak by us, you should be able to spot them."

"Understood, sir." Hound said, pulling out his machine-gun. "The 'Cons _won't_ be gettin' past _me._"

Prowl turned to Ben. "Ben, we'll need you to back him up."

"Okay with me." Ben replied, flexing his fists. "Always _wanted_ to clobber giant robots."

Turning to Spider-Man and Johnny, Prowl finished, "You two are the most mobile; we'll need you both to watch the sky-line, and run skirmish if the Decepticons head to the Baxter Building."

"Got it." Spider-Man agreed.

Johnny grinned. "We'll melt those metal morons down to _scrap!_" he crowed. "_Flame on!!_" Instantly, Johnny's very body ignited, becoming living fire, as he flew off into the city. Spider-Man quickly fired a web-line, swinging after him, as Prowl, Sideswipe, and Sunstreaker quickly assumed vehicle-mode, driving after them, as they started their patrol.

As he swung through the city, keeping both his eyes and spider-sense peeled for any suspicious vehicles, Spider-Man couldn't help but wonder how things were going for the rest of the Autobots...

XXXXXXXX

_Triskelion_

"So...when exactly are these 'Dinobots' going to get here?"

Cap suppressed a frown as he turned to Quicksilver, to answer his question...for what must have been the _tenth_ time in a row. "Soon, Quicksilver."

The Ultimates had gathered at the main dock, all in uniform, waiting for their reinforcements to arrive...all of them _including_ Giant Man, in his usual red-and-orange bodysuit.

To say the least, the mood was a tense one.

Hank Pym absently coughed. "So...anything happen while I was...out?"

The others half-glared at him at that remark. "What, you mean _besides_ giant alien robots landing on Earth?" Hawkeye snapped.

"_Sheesh._ Sorry I asked."

Just then, a massive beam of light shone down from the sky, striking the dock a few feet ahead of them – likely from the Autobots' ship in orbit, Cap figured. After a few seconds, the light dissipated...

...and there, towering over them, were five mechanical dinosaurs: a _Pteranodon_, a _Stegosaurus_, a _Brachiosaur_, a _Triceratops_...and a massive, metal _Tyrannosaurus rex._

"_I'm assuming that these guys are the Dinobots._" Iron Man hazarded.

The T-Rex's cold blue eyes narrowed, as it leaned in, to sniff them with its nose. "You Ultimates?" it boomed.

The Triceratops scoffed. "They no look like much."

Quicksilver frowned. "Like you should talk."

The Brachiosaur laughed. "They funny."

Cap stepped forward, looking the T-Rex in the eye. "I assume you're in charge."

"Me Grimlock, leader of Dinobots." the T-Rex – Grimlock – answered. He pointed his head towards his comrades, one-by-one, starting with the Triceratops, then the Brachiosaur, then the Stegosaurus, and then the Pteranodon. "Them Slag, Sludge, Snarl, and Swoop."

"Prime already tell us about you humans." Swoop squawked. "Prime say help humans scrap Decepticons."

Snarl proved true to his name. "Me Snarl say humans no help. Prime have glitch if think so."

Wasp frowned. "Well, aren't they nice." she muttered under her breath.

"Me Grimlock say we help." Grimlock rumbled. "Megatron come to planet for AllSpark; it bad if Megatron get. Humans small, but know planet better; if we help, they help us find AllSpark."

"But Decepticons break human machines." Sludge said. "Humans no can talk to each other; no can find AllSpark."

"Then me Grimlock say we Dinobots help until Wheeljack fix." Grimlock said.

"But what _is_ this 'All Spark'?" Scarlet Witch asked.

Slag grumbled. "We no tell about AllSpark; Megatron get greedy for it – humans get greedy, too."

"No, Slag; Prime say tell humans. Prime say humans should know." Grimlock said. "Me Grimlock say Prime right; Decepticons come to scrap humans – me Grimlock think that humans deserve to know _why_ humans get scrapped."

Hawkeye frowned. "Mighty decent of you."

"Barton." Cap said, before turning back to the Dinobots. "What is it?"

"Many vorun ago, Primus come. Primus make Cybertron. Primus make Transformers." Grimlock said. "Then Primus make AllSpark; AllSpark make all Transformers live. For many vorun, all good. Then Megatron attack; want AllSpark. Make all Autobots slaves. Then, Prime and Elita-One come; fight back. War start. Then AllSpark leave. Then Decepticons leave; Prime take some Autobots and go after – you know that part."

"Yeah, yeah; we read the brief." Quicksilver said. "Skip to end, will you?"

"Few kilo-cycles ago, Prime get funny reading from Earth-system." Grimlock finished. "AllSpark on Earth; landed many vorun ago. AllSpark call to Transformers; Prime and Autobots hear call first, and come. Then Megatron and Decepticons hear, and come. Megatron want AllSpark to make other machines live; use to rebuild army. That bad."

"So we gathered." Thor said.

"So, let me get this straight." Giant Man said. "Megatron is after this 'AllSpark,' the life-source for all Transformers, and plans to use it to animate Earth's technology into homicidal robots like him?"

"That what me Grimlock just say." Grimlock said, sounding mildly annoyed.

"_But why didn't you spot it the __**first**__ time you were here?_" Iron Man asked.

"We no know." Sludge answered. "Prime say he think Alpha Trion somewhere on planet. Alpha Trion know most about AllSpark; he know how to find."

Suddenly, Swoop started to squawk. "Me see Astrotrain!!" he squawked, looking towards a rapidly-approaching dot on the horizon...a dot leaking smoke. "Astrotrain come to drop Constructicons!"

Grimlock's eyes narrowed. "Swoop: go scrap Astrotrain before can drop Constructicons!"

"Thor, Iron Man, help Swoop out!" Cap instructed. At once, Swoop spread his massive, metal-framed wings, and ignited his booster-jets, soaring off into the sky, as Iron Man ignited his own jets, before he and Thor followed Swoop.

In seconds the three of them had spotted Astrotrain – a large, black-and-violet space-shuttle, soaring towards the Triskelion at over 20,000 miles per hour. Shrieking like a _real_ Pteranodon, Swoop shot right at Astrotrain, as numerous panels opened in his armor, as small missile-launchers extended out. When Swoop was only seconds away from smashing into the Decepticon, Swoop fired a full salvo, and pulled up; the missiles hit their mark, blasting fair-sized chunks out of Astrotrain's armor...but he knew from experience that it would take more than a few missiles to fell a mech as heavily armored as the Decepticons' troop transport.

As Astrotrain's speed increased, Iron Man followed Swoop's example, firing a missile-salvo of his own from his armor's missile-launchers, as Thor pulled back his war-hammer, and, with a mighty war-cry, unleashed a massive blast of lightning at the Decepticon. Astrotrain managed to evade the lightning-blast, but the missiles took him just above his port-side wing, causing him to dip in altitude...

...before he fired his boosters, darting right _under_ Iron Man and Thor, lancing over the Triskelion. His cargo-bay doors slid open, as six construction vehicles – a bulldozer, a crane, a dump truck, a cement mixer, a back-hoe, and a pay-loader vehicle – bailed out, falling towards the very center of the Triskelion.

"Ultimates, _MOVE!_" Cap thundered.

"Dinobots, _TRANSFORM!_" Grimlock thundered, as he stomped towards the landing site of the Constructicons. Instantly, he and his comrades began to change; Grimlock's entire upper body shifted, so that the T-Rex's head became a clawed hand, his tail becoming a second hand, holding a razor-sharp, gleaming blade, the T-Rex's shoulders becoming reinforcing plate-armor for Grimlock's torso, as a black metal head emerged, with blue optics and a grey face-plate. Slag's head shifted down, his hind legs unfolding as he stood up, his front legs morphing into arms, with the right hand brandishing a rifle, as a head extended from his new torso. Sludge's neck straightened, his head shifting into a razor-sharp point...as his lower body unfolded into legs, before he stood up, calmly removing the lance that his old head had become with his newly-formed arms, his new head emerging from his torso, his optics narrowing in determination. Snarl's entire body unfolded and shifted up, new legs extending from under the Stegosaurus' tough skin, as his arms grasped several of his spines, combining them into deadly knives, which he clipped to his belt, before he stood up, his new helm-clad head fully formed. And as Swoop touched down, his beak shifted down, revealing his face, his head having almost a "hood" from the upper half of his Pteranodon-head, as his wings slid onto his back, arms extending out, brandishing twin revolver-type weapons, his talons extending into legs as he fully stood up. As the Dinobots finished their transformations, they stomped toward the Constructicons' landing-site, the Ultimates raced after them, with Iron Man and Thor following from the air.

When they had reached the landing site, they were in time to see the Constructicons finish their own transformations. The bulldozer had morphed into a fearsome mech, standing as tall as Grimlock himself, his red eyes glaring balefully at them, his mouth filled with razor-sharp metal teeth, as he aimed his massive cannon at them. The crane had changed into a somewhat-slimmer, but equally menacing humanoid robot, the crane-arm extending over his head, with a black face-plate over his mouth. The dump truck had become a stocky mech, broad-shouldered with powerful arms and legs, his vehicle-form's dumping tray having morphed into a makeshift shield, a blaster in his free hand, with a red visor instead of eyes. The cement mixer had morphed into a slightly-shorter mech, the truck's mixing-drum having become a makeshift backpack, with cables extending from the drum into twin blasters in his hands, a cruelly maniacal expression on his metallic face. The back-hoe now stood among its comrades as a fairly tall mech, brandishing a laser-rifle, its rear scoop-arm folded up on its back. And the pay-loader had become a tall mech, holding a laser pistol in his right hand, with a red visor instead of optics, as well as a grey mouth-plate on his face.

Bonecrusher, Hook, Long Haul, Mixmaster, Scavenger, and Scrapper, Cap guessed, judging on the quick briefing that General Fury had given them on the Constructicons...noting in particular their ability to _combine_.

Bonecrusher sneered. "Well, looky here, guys." he mocked.

"Squishies to stomp _and_ Autobots to slag." Hook chortled. "This _is_ our lucky day."

"Sorry to disappoint you," Hawkeye shot back, taking aim at Hook, "but we weren't planning on getting stomped, anytime soon."

"You made big mistake." Grimlock snarled.

"We send you back to Megatron in _pieces._" Slag growled.

Cap's eyes narrowed. "I suggest you clear out," he warned, "or things are going to get _ugly._"

Mixmaster laughed. "The little _squishy's_ threatening us...I'm _so_ scared!"

"It has been _far_ too long since I used an Autobot in one of my buildings." Scrapper added.

"Plus, we've got _backup!_" Scavenger declared.

It was then that Cap noticed that Astrotrain was still circling the Triskelion. Sludge noticed it, as well. "Why Astrotrain no leave?"

It was then that Astrotrain decided to answer Sludge, as his cargo-hold opened again...and Cap realized that they had a _lot_ more trouble to contend with than they had thought...

XXXXXXXX

_Xavier Institute, Westchester, New York, a few minutes earlier_

In the Headmaster's office of the stately Xavier Institute for Gifted Children, Scott Summers, in his usual black sweater and brown slacks, was doing his daily paperwork. Sighing in annoyance, Scott absently ran a hand through his short brown hair. '_How the Professor managed to handle this much paperwork and not go postal is beyond me._'

As was often the case, Scott's mood turned slightly sad at the thought of his mentor, now perished, as Scott wondered if his decision to turn the Institute into a school was the right one. So far, things were going well; enrolment in the new school was at a good level, and most of the original X-Men – Jean, Bobby, Rogue, and Ororo – had stayed; heck, Ororo had even managed to convince Logan to come back...

...but _had_ disbanding the X-Men been the right idea..?

"Penny for your thoughts?"

Scott automatically smiled as Jean "Marvel Girl" Grey, the unquestioned love of his life, walked into his office. "My head is your piggybank, Red."

Jean half-laughed, half-groaned at the admitted bad joke. "Leave the quips to Iceman, Slim." she teased. Her smile became a bit more forced. "Having second thoughts?"

Scott sighed. "I don't know, Jean." he said. "At the time, I was _sure_ that turning the Institute into a full-fledged school for mutants was the right thing to do..."

"...and now?" Jean asked.

Scott's eyes closed behind his shades. "And now...I just...I don't know, Jean."

Jean sighed, before she walked over to him, and sat in his lap, looking into his eyes, her silk-soft hands cupping his face. "Scott, when the Professor died, he entrusted the Institute – his _dream_ – to _you._" she said. "Do you know _why?_"

Scott smiled wryly. "Because no-one else would have at least _half_ the patience for this much paperwork?"

Jean chuckled. "Well, there _is_ that." she admitted, before her tone turned serious. "But the _real_ reason he did that is because he _trusted_ you. You are an _amazing_ leader, Scott." Jean then gave him a sweet kiss. "And an even _more_ amazing _man._ The Professor _knew_ that you would do what was best for his dream; if you think that disbanding the X-Men was the right thing to do...then it _was_, as far as the Professor would have been concerned."

Scott blinked for a moment...and then smiled. "Plus, the Professor knew that, if I _did_ make a mistake, I'd have _you_ to give me a kick in the pants."

Jean giggled. "That, too."

Scott chuckled, and gave his beloved girlfriend a tender kiss. "Thanks, Jean." he replied. "So, anything new?"

Jean sighed. "The new students are a little nervous about the communications blackout, _especially_ after the announcement about the Transformers' arrival on Earth."

Scott nodded grimly; even after all that they – the X-Men – had been through...the thought of giant, alien robots waging war on their planet was _spooky._

As if she had sensed his grim mood returning – which she likely _had_ – Jean changed the subject. "And Bobby was _still_ complaining about our satellite dish, even _before_ the blackout."

Scott sighed, recalling the 'donation' of a satellite dish that they had accepted, a few weeks ago. "I'm still not entirely sure I'm comfortable about us accepting gifts, Jean..._especially_ since we know next to _nothing_ about this 'Tim P. Primouse.'"

"I did a background check on the guy, Scott: according to research, Tim Primouse was a philanthropist who contributed to the rebuilding of cities damaged during the Transformers' battles on Earth the first time they were here." Jean said. "Beyond the fact that no-one has ever seen him, he's squeaky clean. I didn't think it would look good if we turned down a gift from such a respected philanthropist without any proof of wrongdoing. "

Scott sighed. "If you say so, Jean."

Just then, the intercom switched on. "_Hey, Scott?_" came Bobby Drake's voice. "_We've got visitors...and I think one of them is Kitty._"

The mention of their former teammate made Scott's eyes widen in surprise. "We''ll be right there." he replied, as he and Jean stood up, and hurried downstairs.

As Scott and Jean reached the main floor, the rest of the former X-Men – Bobby, Rogue, Ororo, and Logan – were already there, in their street clothes. As they stepped out through the main entrance, they were greeted by an unusual sight.

A large, red-and-blue semi-tractor-trailer truck, towing a grey trailer, a bright yellow ambulance, a 2007 Pontiac Solstice, a black GMC Topkick, and a yellow-and-black-striped classic Chevy Camaro were parked in front of the main entrance.

Then, the passenger door of the Camaro opened, and Kitty stepped out. "Hi, guys."

Jean smiled. "Hi, Kitty." she answered. "It's good to see you again."

"You, too." Kitty replied. "I just wish it was under better circumstances."

Ororo blinked. "What do you mean?"

"Yeah, Kit, and what's with the vehicles?" Bobby asked. "You join the Motor Club or something?"

Kitty smiled sheepishly. "Or something."

Logan sniffed the air warily...and then growled, popping out his razor-sharp claws. "Those vehicles don't smell right, Cyke."

Scott's eye narrowed warily. "Kitty, what's going on?"

"Perhaps _we_ could answer that."

Scott's eyes widened in surprise as that voice echoed from the _18-wheeler_. '_What on Earth..?_'

Slowly, the 18-wheeler uncoupled from its trailer...before it started to _transform_, along with the other vehicles.

"_Holy..._" Bobby murmured.

"_...shit._" Logan finished.

"Oh mah _Gawd..._" Rogue whispered.

"Merciful _Goddess..._" Ororo gasped.

Scott and Jean were both struck silent...as the vehicles changed into humanoid _robots_...and then Scott _recognized_ the tallest one; there _was_ no mistaking him...

"X-Men," Kitty said, "meet Optimus Prime, Bumblebee, Ironhide, Jazz, and Ratchet."

Scott managed to find his voice. "Uh...hi."

"It's a pleasure to meet you all," Optimus greeted, before his tone became grave, "but, as Katherine said, we only wish it were under better circumstances."

"Uh, boy." Bobby gulped. "Why am I not liking the sound of that?"

"A short time ago, we intercepted a Decepticon transmission." Ratchet replied. "It came from Megatron himself, ordering both Starscream and Blackout to attack your Institute."

"_What?!_" Jean cried.

"There goes the neighborhood." Logan muttered.

"But..._why?_" Ororo asked.

"Ol' Megs also ordered the Constructicons to go after the Triskelion, and we're pretty sure he wants the Baxter Building taken out, too." Jazz added.

"What with yer species changin' so much since the last time we was here, Scrap-Head didn't want to take any chances." Ironhide said. "He ordered Frenzy to knock out yer comms, and the 'Cons are gonna hit the three big powered-human groups: the Four, the Ultimates, and you guys."

"We also intercepted another transmission from Megs, a few minutes ago: _somehow_, all three attack-groups are getting reinforcements...though from _who_ is _anybody's_ guess." Bumblebee added. "Spidey and the Four are backing up Prowl's team at the Baxter Building; the Ultimates and the Dinobots are handling the Constructicons...and we were kinda hoping that you guys could give us a hand."

Scott's jaw tightened. "I'm sorry," he said, "but I'm afraid that the X-Men are officially disbanded."

Kitty frowned. "You're _kidding!_" she exclaimed. "Scott, they _need_ our _help!_"

"The Institute is a place of _higher learning_, Kitty; it's not a place for a mutant para-military strike-force." Scott said firmly.

"Tell _that_ to 'Screamer, when he gets here; the son-of-a-glitch'll be _very_ impressed...before he slags the place." Ironhide grumbled. "Our forces are spread thin enough as it is..!"

"What, you can't take 'em yourselves?" Logan snapped. "We figured you'd have blown 'em to _bits_ in space, by now!"

Ironhide bristled at that, his cannons snapping into their arming positions by pure _reflex_; Logan snarled, crouching low...

"_Logan!!!_" Ororo shouted.

"Ironhide, _stand down!!_" Optimus barked.

Frowning, Ironhide retracted his cannons. "Hmpf...you ain't worth the wasted ammo."

"Yeah, like you _got_ enough to..._ow!!_"

Logan's retort was cut off by Jean giving him a telekinetic smack on the back of his head. "_God_, Logan, we can't take you _anywhere!_"

Scott sighed. "Sorry about that, Optimus."

"It's quite alright." Optimus answered. "In situations like these," he half-glared at Ironhide, "even the coolest processors can overheat." He turned back to Scott. "Ultimately, however, Ironhide is correct; if the Decepticons are receiving aid, we may be outnumbered, and your assistance would be invaluable."

Kitty's expression turned pleading. "Come _on_, Scott..."

Scott hesitated. Part of what Optimus said made sense; if these 'reinforcements' were any substantial number, they would be in over their heads...but their first priority was the safety of their students...if they fell..!

Optimus seemed to understand his predicament. "I understand." he said. To his comrades, he said, "We will have to hold back the Decepticons on our own."

Ironhide frowned. "Prahm..."

Optimus' eyes narrowed. "If the X-Men do not wish to assist us, we will not force them; that's _not_ how we do things." he said firmly. Turning back to Scott, he added, "Regardless, I _strongly_ urge you to take your students and evacuate; get them into your 'X-Jet' and get as far from here as you possibly can. We will protect you for as long as possible." He turned to his comrades. "Right now, we have to rendezvous with Elita-One; she should already be here."

"Ah hate ta disappoint ya, big guy, but we haven't seen any other weird cars, today." Rogue said.

Optimus chuckled. "Actually, she's been here for the past few weeks." he said.

The other Autobots chuckled at that. "What's so funny?" Logan grumbled.

"Let me guess; you received a donation from a 'Tim P. Primouse,' correct?" Ratchet said.

"A satellite dish." Scott answered. "Why?"

"_Anagram_ it, bro!" Jazz laughed, as the Autobots calmly walked around towards the Institute's back garden.

Scott paused for a moment...and then his eyes widened. 'Tim P. Primouse'...

...was an anagram of _Optimus Prime._

Quickly, the former X-Men ran after the Autobots; as they came into the back garden, they saw the Autobots standing around the satellite dish standing at the edge of the back yard – this dish was quite a bit taller than most others of its type, and its base was solid metal, the dish itself much larger than normal, but Scott had just attributed _that_ to differences in design...

...until _now._

As Optimus took one step towards the dish, the dish began to _change_. The dish itself shifted _up_ from its base...revealing a robotic face on the underside of the dish; a well-proportioned, pretty – for a robot, anyway – _female_ robotic face. The antenna at the center of the dish, retracted, shortening considerably, before the dish itself collapsed into a cascading foil of ultra-thin metal fibrils, tumbling down around the newly-formed robotic head like _hair_, before the antenna split into two small spikes, one on each side of the head, as the robot's blue optics opened. Then, the base began to change and shift, as metal components began to extend from open panels in the base, replacing dull grey metal with shiny silver metal, highlighted by deep violet, as slender arms extended out, ending in graceful hands, with intricate fingers, connected to a slender, semi-curvaceous torso, with a pair of laser-pistols clipped to her waist, as the clearly female mech, now about twenty feet tall, stood up on slender legs, ending in high-heeled shin struts.

"I _knew_ that satellite dish smelled funny." Logan muttered.

"_Whoa..._" Bobby murmured. "Hot robo-chick at twelve o'clock..." but he quickly stopped after spotting Rogue glaring at him.

"X-Men," Optimus said, smiling at the female Transformer, "it is my pleasure to introduce my second-in-command, Elita-One."

Elita smiled at the X-Men. "I'm sorry for deceiving you," she said, her voice elegant, yet friendly, "but after we arrived on Earth, and learned that you were disbanded, Optimus felt that I should keep an optic on you."

"Elita is also our senior communications expert; she was the one who initially detected Megatron's transmission." Optimus added.

"Wait...so all those times our TV got static..." Bobby said.

"...I was contacting the Autobots." Elita finished. She chuckled. "_You_ try processing foreign signals _and_ Autobot transmissions, and see if _you_ can keep them all straight!"

Optimus chuckled, before his expression turned grave. "Elita, do you have an update on the Decepticons' position?"

Elita nodded. "Starscream and Blackout are several minutes away, approaching from the east, and Astrotrain is a few minutes behind them; based on his trajectory, he'll make a drop here, before hitting the Triskelion, and then the Baxter Building."

"So if we scrap 'im here, he can't make any other drops." Ironhide said.

Optimus' optics eyes narrowed, as he turned to the X-Men. "You had best start evacuating your students; we'll hold the Decepticons back as long as we can!" he instructed. Then, he turned to his comrades. "Elita, my trailer module is at the front of the Institute; go link with it and hold position – we'll need covering fire! Ratchet, Bumblebee, you two cover the east wing! Jazz, Elita may need backup; make sure you keep the Decepticons off her tailpipe..._especially_ Scorponok! Ironhide, you'll be taking point with me! Autobots, _roll out!!_" At that, Elita quickly shifted into a high-tech hover-car, racing around to the front of the Institute, as the rest of the Autobots moved to their respective posts around the Institute, while the X-Men hurried inside, to evacuate their students.

Before long, they had gathered the entire student body in the lower levels of the Institute, far underground; by now, the walls were shaking from the sounds of the battle above ground. "What's going on?!" one young student cried.

"Are those big robots fighting?!" another wailed.

"Hey, it's okay." Jean whispered. "Some of those robots are our friends; they're keeping the bad ones back, so we can get away."

"But...aren't you guys gonna help them?" an older student asked.

Kitty smiled wryly. "Yeah, Scott; _aren't_ we?"

Scott frowned. "Not now, Kitty."

"Why not?!" Kitty snapped. "Scott, do you know _why_ the Decepticons are here? They're after the AllSpark, the very thing that gave them _life!_ If Megatron gets it, he'll use its power to rebuild his army; the Autobots will _lose_, and the entire human race – normal, mutant, or otherwise – is _dead_, right along with practically _all_ sentient life in the _universe!!_ Don't you guys _get_ it?! This is _it!_ This fight is for _all_ the marbles! Are you _really_ going to back out _now_, when _everything_ depends on it?!"

None of the X-Men spoke for a moment. "Personally," Logan said, "running away...that ain't my style."

Scott pondered that for a moment...and then, "Do any of the students know how to fly the X-Jet in an emergency evacuation?"

Several hands rose up. "I see." he said. He turned to his teammates. "Do any of you feel the same way?"

There was a momentary silence. "Well," Bobby began, "I'm okay with what everyone else does...but this thing going on...if Kitty's right..."

"This goes _beyond_ mere mutant-human relations." Ororo agreed. "This is life-or-death."

"Ah don't see how we _can_ walk away." Rogue added.

Jean looked at her boyfriend. "It's your decision, Scott."

Scott was silent, his mind racing, trying to come to _some_ responsible decision...and then, he made one.

XXXXXXXX

As he and his comrades took up defensive positions, Optimus' optics narrowed, as his face-plate covered his mouth, as he drew his twin revolvers, merging them into a plasma-shotgun. "Autobots, you are weapons-free! Switch on your defense-screens!"

Instantly, Ironhide's cannons flipped into place, as missile-launchers extended along his forearms, turning him into a one-mech army. Bumblebee's face-mask snapped down, as he armed his plasma-blaster, extending his own missile-launchers. Jazz drew a long, slim, razor-sharp sword, before he tapped a button on its hilt; the blade shifted down, expanding into a hand-guard, as the sword became a high-powered machine-gun. Ratchet quickly drew an automatic weapon of his own, quickly checking it, before standing ready, satisfied that it was good to go. And Elita, in vehicle-mode, quickly linked with Optimus' trailer, as the trailer opened up, revealing a high-tech reloading platform, loaded to the gills with high-powered weaponry. Seconds later, every Autobot raised their bright blue defense screen, ready to repel incoming fire.

Although both he and Elita were highly skilled fighters individually, given the choice, they both agreed that they worked _much_ better in tandem like this. Elita's new upgrade was a nod to her roots as a communications droid, as well as taking a cue from human physiology; her hair-foil could extend into a parabolic dish, making her a walking radar-scrambler, tracking unit, and code-cracker, as well as generate a highly localized EMP-burst that could disable a Decepticon at 100 feet...albeit momentarily. Alone, Prime could operate his trailer module well enough; under his control, it was an effective rearming unit and short-to-mid-range gun-turret...but when Elita linked with it, it became a deadly-accurate weapons platform at _any_ range. _Plus_, when she was linked to it, her mind was linked to his, allowing her scanners to help guide his shots.

'_Optimus,_' came Elita's voice over their wireless link, '_I've got a fix on Blackout and Starscream, but I'm still scanning for Astrotrain; I'm feeding the data to you, now._'

'_Thanks, Elita._' Optimus replied, as his processors started to receive her upload.

Elita's wireless voice became a bit worried. '_Please...be careful, Timmy._'

Optimus softly chuckled as his spark-mate used her little nickname for him – the one _no-one else_ knew about; using nicknames was another part of Earth culture they had picked up. '_You, too, Ellie._' he replied.

"Autobots, activate targeting grids, long-range mode!" Optimus instructed. "Ironhide, target Vector 739! Bumblebee, Vector 615! Jazz, Vector 288! Ratchet, Vector 924! Lock targets, safeties off! _Heat 'em up, Autobots!_"

Instantly, a soft humming filled the air, as each Autobot picked their target. Optimus' eyes narrowed, as the dots on the horizon grew closer and closer...

Suddenly, a silver F-22 jet dove out of the clouds, heading towards the Institute in a death-dive...before it transformed, becoming a fearsome-looking mech, with taloned feet, clawed hands, and wings on his back, just above where his jet-engines rested, giving him flight...and a spherical head, with deadly fangs, and a single, blood-red optic, the other optic-socket blown out, crossed by a scarring weld-mark.

"_PRIME!!!!_" Starscream roared, as he dove straight at Optimus, extending his wrist-mounted missile-launcher and firing a full salvo.

Instantly, Optimus fired at the missiles, blasting them out of the air. "_Open fire!!_" he ordered, before he fired at the advancing Starscream. The other Autobots promptly followed the order, as the air erupted with missiles and laser-blasts.

But Starscream had not been Megatron's Air Commander for nothing; with the deft maneuvering of an ace, he dodged every shot, landing hard on his feet, and charging right at Optimus, knocking his rifle away, sending Optimus sprawling, before grasping his throat, ready to rip his head clean off. "Remember _this_, Prime?!" Starscream snarled, gesturing to his scar. "Did you forget what you _did_ to me, that day?! _I haven't!!!_"

"My apologies, Starscream." Optimus snarled, his optics narrowing. "_I'll aim better, next time!!_" And with that, he kicked Starscream off, sending him sprawling, as he rolled to the side towards his rifle. Starscream tried to charge him again, but a spray of bullets from Elita drove him back, giving Optimus time to take aim and _paste_ Starscream, taking him square in the torso. Snarling, Starscream shifted to vehicle-mode and flew off, to make another attack-run.

By then, Blackout had reached the Institute, passing over the building, and deploying Scorponok; instantly, the deadly mini-bot dove under the ground, and headed straight for Elita-One...but a spray of bullets from Jazz drove the son-of-a-glitch into view. "You want a piece of me, slag-bag?!" Jazz roared. "_Come and get it!!_" With that, he fired another salvo at Scorponok, who rolled to the side, out of Jazz's path...giving Elita enough time to get a lock on him; a high-powered laser-blast sent Scorponok packing, before he dove under the ground, to pick a new target.

After deploying Scorponok, Blackout fired a few rounds at Bumblebee and Ratchet, damaging the Institute in the process. The two Autobots evaded the brunt of the attack, taking minor damage in the process, thanks to their defense screens, before returning fire; plasma-blasts, missiles, and high-caliber bullets peppered the Black Hawk's armor, forcing Blackout to transform, dropping to the ground...right where Ironhide was waiting for him.

Ironhide's optics narrowed. "As a fictional human once said..._say hello to my little friend!!_"

Ironhide punctuated the sentence with a fast left jab to Blackout's face, sending him sprawling. Blackout quickly rolled onto his feet, pulling out his smaller rotor-blade, slashing it at Ironhide, tearing a good few chunks out of his armor, but the grizzled Autobot warrior shrugged it off. "Is that all you got?!" he roared, flipping out his cannons and firing; even Blackout's armor couldn't hold up under Ironhide's high-powered shots – Ironhide blasted Blackout's rotor-weapon – and a good part of his hand – clean off. Blackout quickly resumed vehicle-mode, trying to back up enough to paste him with his EMP-cannon, but Ironhide didn't give him the chance; he popped out his missile-launchers and blasted Blackout again, sending him falling.

Starscream dove for the ground, transforming and landing on his feet, before firing at Optimus, who leapt to the side and returned fire; Starscream managed to dodge, letting the blast clip his side, stunning him _just_ enough for Optimus' plan. Optimus shifted his rifle to his right hand, as a deadly-looking blade popped out of his left wrist, before he dove towards Starscream, rolling under his line of fire; Starscream's optic widened, as he tried to get out of the way...before Optimus struck.

Prime's blade buried itself deep in Starscream's armor...just six inches to the left of the center.

Starscream laughed. "_So_ sorry, Prime; close, but no laser-core!" he cackled, before he pulled Optimus' blade-hand in closer, preventing him from pulling away, and then slashing his claws into Optimus' shoulder, slicing through an Energon-tube; it wasn't immediately serious, but he would have to have Ratchet fix it...and it hurt like the _Pit_, but Optimus wasn't _about_ to give Starscream the satisfaction of a cry of pain...

"Hang on, Prime!" Bumblebee exclaimed, as he shifted into vehicle-mode and raced towards Starscream, plowing into him and sending him flying, allowing Optimus to move clear, as Ratchet leveled his weapon at Starscream. Ignoring the pain, Optimus did the same, along with Bumblebee. "It's _over,_ Starscream!" Optimus declared.

Starscream laughed. "'Over,' Prime?" he mocked. "It hasn't even _begun!_"

'_Optimus, I have Astrotrain on my scanners! He's coming in fast!_'

"Ironhide, Vector 572!" Optimus shouted, and Ironhide instantly turned and fired at the approaching Astrotrain, grazing his starboard armor plating...but it was already too late; Astrotrain opened his cargo-hold, and several dozen human-sized silver robots dropped from his hold, encircling the Institute, as Astrotrain flew off, towards the Triskelion; at his current speed, he would reach it in minutes.

Starscream laughed. "I had thought about letting you Autobot scum surrender...but _I_ want the satisfaction of scrapping you for _myself_, Prime!" he snarled, before he took aim, and fired a salvo of missiles. Ignoring the pain, Optimus prepared to shoot the missiles down...

...but they suddenly stopped in mid-air. Both Optimus and Starscream froze...before the missiles turned, and lanced towards several of the new robots, blasting them apart. Seconds later, a high-powered red force-beam took Starscream full in the shoulder, knocking him aside. "_Who DARES?!!_" Starscream roared, as he turned to face his attacker.

There, in uniform, stood the X-Men, ready to fight. "This is _our_ school, metal-head." Cyclops snapped.

Wolverine snarled, popping out his claws. "So take a _hike_."

Bumblebee chuckled. "So, Kit, I see you managed to talk some sense into these guys."

Shadowcat smiled. "I do what I can."

Optimus' optics narrowed at Starscream. "You were saying, Decepticon?"

Starscream snarled. "_Get them!!_" he roared. As the new robots and the X-Men joined the fray, Optimus heard Bumblebee summarize the situation quite nicely.

"Well, guys, it's _officially_ a whole new ball-game!"

XXXXXXXX

_Triskelion_

As the smaller silver robots dropped from Astrotrain's hold, Cap bashed the nearest one with his shield, before throwing it; the shield sliced through one robot, then bounced off a wall to get two more, then ricocheted again to get another two, before returning to Cap's hand. "What _are_ these things?!" he shouted.

"Not Decepticons!" Grimlock shouted, stomping two with his feet. "These too small, and frame all wrong..." but he was cut off as Hook's crane arm smashed into him, knocking him to the side.

Hook cackled gleefully. "Always watch your aft, Autobot scum! First rule of war!"

Grimlock chuckled. "Me Grimlock say Constructicon should take own advice." Hook paused at that...before he was sent flying by a powerful blast of lightning.

Thor laughed. "I thought your kind _liked_ electricity, machine! Apparently, I was misinformed!"

Grimlock paused...and then laughed, as he stood up. "_Thunder-human scrap good!_" he boomed. "But me Grimlock scrap _better!_" With that, he charged at the recovering Hook, his T-Rex jaw-hand biting off his crane-arm, before Grimlock slashed him with his sword, and then sent him flying with a punch.

Mixmaster laughed insanely as he fired his blasters at Iron Man, who easily dodged the jet-streams of deadly acid. "A human in a metal can," he cackled, "I wonder what I could make by sticking _you_ in my pack?!"

"_Wouldn't __**you**__ like to know?_" Iron Man shot back, peppering Mixmaster with repulsor rays and missiles, damaging Mixmaster and destroying several drones in the process.

Mixmaster scowled...and then cackled evilly, as he scooped up the fallen drones, and tossed them into his pack; the mixing barrel began to churn, feeding new chemicals to his guns. "Well, what do we have here?" he laughed. "Let's find out!" Mixmaster then fired a glob of brown sludge at Iron Man, who darted aside...but as it flew past him, it _exploded_, knocking him down. Mixmaster stomped towards Iron Man...but was sent flying by the charging dino-mode Slag.

"Dumb human; me Slag say _never_ let Mixmaster put stuff in pack." Slag rumbled. "Need scrap _fast_. Do like me." With that, Slag charged at the recovering Mixmaster, jabbing his three horns into his armor, before he transformed, decking Mixmaster with a punch. As Mixmaster fell back, Iron Man blasted him, taking him _all_ the way down.

Moving like lightning, Quicksilver darted to and from one drone after another, ripping vital wires out of them. As more started to close on him, Scarlet Witch snapped her fingers, causing them to spontaneously rust. "Thanks, sis." Quicksilver said.

Scarlet Witch smiled, and then froze, turning to see the vehicle-mode Bonecrusher barreling down at her. Scarlet Witch readied a hex...

...but stopped, as the ground shook, stopping the bulldozer in its tracks...as the dino-mode Sludge stomped the ground again with his massive feet, shaking Bonecrusher off-course. Transforming, Bonecrusher charged at Sludge, who also transformed, unleashing a stab-attack at Bonecrusher with his neck-lance, but Bonecrusher darted to the side, trying to tackle Sludge...but Sludge never so much as budged as he took the hit; Sludge simply tossed Bonecrusher back like a sack of leaves. Snarling, Bonecrusher aimed his cannon at Sludge...

_Click!_

Bonecrusher's optics went wide. "What the..?!"

Scarlet Witch smiled. "Ammo jam?"

Sludge laughed. "Human funny; human break cannon!" he chuckled. He turned to Bonecrusher. "Now Sludge break _Decepticon!_" With that, he pulled his lance back, and stabbed Bonecrusher right through his shoulder. Bonecrusher stumbled back...and tripped over the cable that Quicksilver had just pulled across his path.

As Long Haul stomped towards Hawkeye, the sharpshooter fired one arrow after another at the Decepticon, but Long Haul easily shrugged them off with his tray-shield. As Long Haul fired his blaster, Hawkeye darted to the side, trying to find a weakness...

"Human!" Swoop squawked, flying overhead in dino-mode. "Follow Swoop! Swoop give target!" With that, Swoop flew straight up, before diving down, evading Long Haul's shots, as he grabbed two drones in his talons, and flew straight at Long Haul, tossing them at him...

Hawkeye instantly understood; he took aim, and fire an explosive-tipped arrow. The arrow hit its mark, blowing up the drones in Long Haul's face. With a feral squawk, Swoop transformed, tackling into Long Haul, forcing him to drop his shield. With the Constructicon disarmed, Hawkeye fired a barrage of explosive arrows, as Swoop fired his laser-pistols; both attacks combined in an impressive blast, sending Long Haul sprawling.

At insect-size, Wasp easily evaded the shots of both Scrapper and Scavenger as they fired at her, shrugging off her bio-electric stings...but sufficiently distracted by her that they didn't notice dino-mode Snarl barreling down at them; Snarl bowled over the two Constructicons, before sliding to a stop and transforming, throwing his spine-knives with deadly accuracy, burying them in Scrapper and Scavenger's armor. As the two Constructicons took aim to counterattack, they were unceremoniously sent flying...by a fifty-foot Giant Man's feet.

As the Constructicons staggered to their feet, their reinforcements utterly _gone_, they looked to each other...and smiled.

"Uh-oh." Quicksilver said. "Are they gonna..?"

Instantly, the Constructicons began to change. Bonecrusher shifted into a massive left arm; Hook became a right arm; Long Haul, a left leg; Mixmaster, a right leg; Scavenger, the lower half of a massive torso; and Scrapper, an upper torso, complete with a head. The six components combined, into a monstrously massive mech, towering _well_ over Giant Man.

_Devastator._

"Oh, _scrap._" Grimlock cursed.

"You can say _that_ again, pal." Hawkeye muttered.

Roaring, Devastator sent Giant Man flying with a back-hand strike, causing him to crash into part of the Triskelion, as the rest of them scrambled out of the way. Roaring again, Devastator turned his fury on the Triskelion, attacking it mindlessly.

"Okay," Cap said, turning to Grimlock, "you've fought that thing before; what are its weaknesses?"

"Me Grimlock say that Devastator very strong...but very _stupid._" Grimlock said. "Devastator have mind...but mind made up from six Constructicons; only think about what all six agree on."

"Me Slag say that Constructicons no agree on much." Slag added. "Probably only agree on stomping humans."

Wasp smiled. "Could they agree on _which_ of us to stomp?"

"Me no think so." Slag said. "Why?"

The Ultimates all looked to each other, smiling, even Giant Man, who had shrunk to normal size.

Swoop's optics widened. "Me Swoop say you have glitch." he said. "What if six agree?"

"We knew the risks." Cap said.

"Me Grimlock say you humans _crazy._" Grimlock said. Then, he laughed. "Me _like!_"

With that, the Ultimates all fanned out, surrounding Devastator. "Hey, ugly!" Cap shouted up at the Decepticon gestalt. "Care to try stomping on _me?_"

"_PUNY HUMAN...DEVASTATOR SQUISH!!!_" Devastator thundered.

"_Ha! Coward!_" Thor laughed. "I _knew_ you hadn't the courage to strike the son of Odin!"

Devastator roared. "_HUMAN MAKE DEVASTATOR ANGRY!!!!_"

"Over _here_, slowpoke!" Quicksilver laughed. "Good luck stomping on _me!_"

"Remember that cannon-backfire, stupid?" Scarlet Witch jeered. "_Hilarious!_"

"What about that little bulls-eye I got you with, huh, pal?" Hawkeye sneered. "That's gotta be worth a stomp!"

"And I kept you from seeing Snarl knock you over!" Wasp laughed. "You two looked like _idiots!_"

"Are you _kidding?_ _I'm_ the one that sent you flying!" Giant Man laughed. "Stomp on _me!_"

As the Ultimates all jeered at him, Devastator looked to and from his potential targets, trying to decide which one to stomp; each one deserved stomping, but his six components were conflicted – each one wanted one human stomped first...utterly fragmenting his collective mind...

"_DEVASTATOR NO KNOW WHO TO STOMP..._" Devastator moaned. "_DEVASTATOR HEAD HURT!!!!_"

With a roar of frustration, Devastator stomped away, trying to get his collective mind back in order...until he stomped back towards the main dock, his back to them all...

"_NOW!! Let him have it!!_" Cap shouted; at that, every Ultimate and Dinobot attacked the Constructicon gestalt all at once, knocking him into the sea, separating him into his components...which sank like the construction equipment they were.

With Devastator dispatched, Cap breathed a sigh of relief. "Well, I'm glad _that's_ over."

"Indeed." Thor said. "Ymir the Frost Giant is better-tempered than that behemoth."

Warily, Wasp looked to Giant Man. "Thanks." she said.

Hank lightly smiled. "No problem."

"You humans scrap Decepticons good!" Grimlock laughed.

"Humans scrap good!" Sludge agreed.

"_Thanks._" Iron Man replied. "_So, what now?_"

"Now, we wait for Prime's orders." Snarl grumbled. "Prime smart; he know what to do next."

Slowly, Cap nodded in agreement. He only hoped that Prime's team and Spider-Man's team were faring well...

XXXXXXXX

_Baxter Building_

"Spider-Man, Torch, we have Decepticon signatures approaching from the south and the east – Blaster just tagged them as Barricade and Shockwave! Torch, you head to the south and intercept Shockwave; Sideswipe and Sunstreaker will cover you; Spider-Man, you head east and intercept Barricade – I'll provide cover-fire! Double-time!!"

At Prowl's declaration from the street below, Spider-Man fired a web-line and changed direction, following the police car, while the Human Torch veered off towards a military helicopter flying towards the Baxter Building. In minutes, Spider-Man caught sight of the now-familiar Barricade, in vehicle-mode, driving towards the Baxter Building. Spider-Man released the web-line, and landed perfectly on Barricade's windshield. "Hiya, tin-butt! Remember me?"

A metallic roar echoed from the police car, as Barricade transformed to his monstrous true form, brandishing his spiked flails as Spider-Man flipped away. "Guess so!" Spider-Man quipped, which only served to further incense the Decepticon; Barricade swung his flails at Spider-Man, cratering the ground where he had just been, before smashing the building wall that Spider-Man had leaped to, forcing him to leap away, as people fled the scene, utterly terrified at the crumbling building, as well as the presence of Barricade...

...but one trench-coat clad civilian remained, scribbling in his note-pad, oblivious to the rubble about to fall on him...

...and then Spider-Man recognized him. '_Jameson, you idiot!_' he thought. '_Aw, man, I'm not gettin' paid enough for this..._' With that, he fired a web-line and pulled himself towards Jonah, pulling him out of the way of the falling rubble.

As Spider-Man touched down, Jonah half-smiled wryly at him. "Should've known I'd find _you_ in the middle of this, wall-crawler."

Spider-Man was half-ready to tear out his hair. "_Fine_, Jameson! You caught me!" he yelled sarcastically. "_Yes_, I'm up to my neck in this little fiasco! Now just _get your ass out of here before..!_"

But he was cut off as his spider-sense flared...before Barricade grabbed him like a rag-doll. "_Meddlesome organic!!!_" he thundered, before he _threw_ Spider-Man into another building, half-collapsing it with the impact he made.

Slowly, Spider-Man dragged himself out of the rubble, as Barricade stomped towards him, morphing his hand into a machine-gun, to finish him off...

...and then, he was knocked sideways by a burst of laser-fire, as Prowl opened fire at him, driving him back. "Spider-Man, are you alright?"

"Just _peachy._" Spider-Man muttered. Roaring, Barricade charged at Prowl, who rolled to the side, evading the flail-attack, before popping back up and smashing Barricade with a punch. Before Prowl could follow-up, Barricade kneed him, stunning him, and then slammed him with his flails, shattering his defense-screen and tearing a chunk out of his armor, sending him flying, to land hard on the street. Barricade morphed his free hand into a large-cannon, to finish Prowl off...but as he took aim, Spider-Man darted between him and the injured Prowl, firing a large web-glob right into the barrel of Barricade's weapon.

_BLAM!!!_

Barricade howled in pain as the cannon blew out, tearing his hand to shreds, stumbling back...giving Prowl enough time to take aim and _blast_ the Decepticon, sending him flying.

"You okay?" Spider-Man asked.

"I'll need a few cycles in a repair chamber, but I'll live." Prowl groaned. "Thanks."

Spider-Man smiled behind his mask. "No problem."

In seconds, the Human Torch had closed on the helicopter, stopping it a few kilometers from the Baxter Building, before circling it. "Whatsa matter, metal-mouth? Too hot for you?" he laughed, before unleashing a fire-blast at the chopper.

With the precision of an ace, Shockwave evaded the attack, before firing a salvo of missiles; Torch darted out of the missiles' path, but they had already gotten a lock on him. "Uh, guys? A little help?"

From his vantage point, Hound's trained optics got a fix on the missiles. "Hang in there, Sparky!" he shouted, as he took aim with his machine-gun, and fired; the spray of bullets blew the missiles apart. With that threat dispatched, Hound turned to Ben. "Are we gonna let them young'uns have _all_ the fun?"

Ben grinned. "Not a _chance!_" he declared. With that, Hound shifted into vehicle-mode, and Ben hopped in, as Hound raced towards the battle-zone.

By then, Sideswipe and Sunstreaker had gotten in range of Shockwave; transforming, the two gunners aimed their machine-guns at the helicopter, and opened fire. Shockwave darted this way and that, trying to avoid the rain of high-caliber bullets...before he took a flame-blast square in the rear rotor, as the Human Torch pasted him with more flame-attacks, until Shockwave had no choice but to transform, landing hard on the ground, as he shifted into a blue-black mech, with a rectangular-prism head, with his only recognizable feature being a single red optic.

"_Man!_" the Torch laughed. "With mugs like _that_, no _wonder_ you 'Cons have anger problems!"

"Your prattling will not earn you mercy, organic." Shockwave growled, as he drew an automatic weapon, and fired at the Torch, who darted out of the way. Snarling, Shockwave quickly rolled to the side, evading the Twins' shots, before he flipped a bazooka-like weapon onto his shoulder, took aim, and fired.

A huge laser-beam lanced from the weapon towards the two Autobot gunners, who barely had enough time to evade it, as it burned past them...to blast a hole in the lower levels of the Baxter Building.

"Ha! Missed us, slag-eater!" Sideswipe laughed.

"You were never my target, Autobot fool."

Just then, Sue's voice came in over the Torch's communicator. "_Johnny, could you guys __**please**__ keep those Decepticons off us? We're almost done, here!_"

"Sure, sis; no problem." the Torch replied. "Hey, pal, lay off our place! We just redecorated!!"

Shockwave ignored him as he powered another laser-blast. "It is time for your kind to be _scrapped_, organic." he snarled, as he took aim at the Building...

"Actually, robo-chump..._it's __**clobberin' time!!!**_"

Ben's famous battle-cry filled the air as the Thing leapt from Hound's seat towards Shockwave, to smash the Decepticon's laser-cannon into pieces; the weapon blew out in an impressive blast, sending Shockwave staggering. Hound instantly transformed, bringing his weapon to bear on Shockwave and opening fire, as Sideswipe and Sunstreaker did the same, pasting Shockwave with a monsoon of bullets. As Shockwave transformed, trying to escape, the Torch unleashed a massive fire-blast, knocking him down again.

"'Swipe calling Prowl." Sideswipe spoke into his communicator. "'Wave's down."

"_Copy that, Sideswipe. We've taken care of Barricade, though I took a little damage. We should be good to...erase that, Autobots! We've got Astrotrain heading for the Baxter Building, and he's bringing reinforcements! All units still mobile, converge on 'Train's drop-point; take 'em out!_"

By then, the shuttle-form of Astrotrain was zooming overhead, stopping to hover over the roof of the Building...where Wheeljack was working...

"Spidey and I are the fastest; we'll get there in no time!" the Torch declared, before he flew towards the Building.

Ben turned to Hound. "They're gonna need backup, if that thing drops anything." he said. "You're gonna have to toss me up there."

Hound's optics widened. "_What??_"

"Relax; you guys ain't the _only_ ones built Ford tough. I'll be fine." Ben said. Slowly nodding, Hound picked up Ben by the belt, pulled back, and _threw_ him up towards the roof of the Baxter Building.

After stopping over the Building, Astrotrain dropped several dozen high-tech, silver-metal droids on the roof, before flying off. As the drones began to approach him, Wheeljack looked at them warily. "Doctors?" he called over his communicator. "A bit of haste might be prudent."

"_We're almost ready, Wheeljack._" Reed answered. "_Just a few more seconds..._"

Sighing, Wheeljack pulled out his laser-rifle, opening fire on the advancing drones, taking out six in a matter of seconds, but the rest kept coming. "_Doctors..!_"

"_The program is ready, Wheeljack! You just have to upload it!_" came Sue's voice.

"_Wonderful._" Wheeljack muttered, as he turned to the terminal nearby, typing in a few lines of code, before turning to blast a few drones. "Now, if someone could just keep them off _me..._" He entered a few more lines, before turning to knock a few drones away with his fist; they were getting awfully close...

Suddenly, an invisible force knocked numerous drones away, as the Invisible Woman became visible, standing on a force-field hover-board in mid-air. "Need any help?"

"Just a bit." Wheeljack said as he typed. "Merciful _Primus_, your satellites certainly are finicky about accepting new programming..."

"From the way Johnny complains about his cable TV, I'm not surprised." Sue said, before she fired several force-pulses, smashing numerous drones. Turning, she saw one drone leap at her...which was quickly pulled away by an elastic hand, as Mr. Fantastic pulled himself up onto the roof. Sue smiled. "What took you?"

"Just double-checking our calculations." Reed answered, as he ran towards the drones, twisting himself into a loop and bowling overdozens of them in one pass.

As the drones started to recover, they were sent flying again as the Thing landed on the roof from Hound's throw. "Hope you saved some for me!" he laughed, as he smashed one drone with a punch, and flattened several more with a tackle. As the remaining drones tried to regroup, they were either melted by flame-blasts or smashed together by web-lines, as Spider-Man and the Torch touched down on the roof.

In seconds, the last drones were destroyed, just as Wheeljack triumphantly declared, "_Done!_ The satellites have been reprogrammed! Communications will be back up in seconds!"

Reed laughed. "Not a bad piece of work, if we do say so ourselves!"

Spider-Man smiled under his mask...before his thoughts turned grave. '_Hope Prime, Kitty, 'Bee and the others are okay..._'

XXXXXXXX

_Xavier Institute_

After the X-Men and the Decepticon drones had joined the fray, to say that all hell had broken loose would have been an understatement...but now, most of those drones, with the combined efforts of the Autobots and the X-Men, had been destroyed, allowing them to focus on the three Decepticons.

Slowly but surely, the tide was turning.

After blasting the last of the drones, Bumblebee opened fire at Blackout with his plasma-cannon, forcing the Decepticon to transform to vehicle-mode and fly up, out of range...

_Big_ mistake.

The very second that Blackout had gone airborne, Storm had closed on him, her sky-blue eyes now a chilling white as she hovered in front of the Decepticon raising her hands to the heavens...before calling down a massive lightning-strike, knocking him _clean_ out of the air. As Blackout resumed robot-mode, he found himself quickly encased in ice from the sub-zero blasts of Iceman. "Ratch, 'Bee, all yours!" the ice-skinned youth declared. Ratchet and Bumblebee needed no other cue, as they opened fire, sending Blackout flying.

After taking a few hits, Scorponok had held back from the fight, waiting until the humans or the Autobots were off-guard...until his sensors detected human heat-signatures deep beneath the ground, in a complex, underground hangar...

Easy targets.

Clapping his claws in delight, Scorponok dove into the earth, to go after the humans...

"Oh, _no_, you don't!!" Marvel Girl declared, as she telekinetically grabbed the tip of Scorponok's tail _just_ before the mechanoid dove out of sight, before she hauled him back onto the ground. Hissing in fury, Scorponok's claws opened, revealing his machine-guns, as he opened fire on the human...but Jean quickly raised a TK-bubble, stopping every bullet. Scorponok kept firing, as Marvel Girl began to tire; she couldn't do this forever...

Suddenly, a blue-white surge of electrostatic force surged through Scorponok, temporarily stunning him, as Elita-One, having put the trailer-module on automatic, fired her EMP-projector, her hair-foil making her look like a fearsome metal gorgon. "Jazz! Get over here!!" she ordered, as she fired her blasters at the dazed mech.

"You got it, boss-femme!" Jazz declared, as he darted over, combining Elita's attack with his own, peppering Scorponok with bullets, tearing chunks out of his armor and blasting off two of his legs. As the two Autobots kept Scorponok pinned, Jean signaled Rogue to assist her; after tapping Jean's forehead to copy her powers, both Rogue and Jean telekinetically grabbed Scorponok, lifted him up off the ground, and _tossed_ him a good fifty feet, where he landed flat on his back, scrabbling frantically to get back up.

Roaring, Starscream charged at Optimus, who stopped his charge dead in its tracks. "_I'll have your spark in my hand before this ends, Prime!!!_" he thundered. "_Yours and every single one of your Autobots!!!_"

"Not today!" Optimus snarled. "_Wolverine!_"

At Optimus' command, Wolverine ran up Prime's leg, and leapt at Starscream, snarling like his namesake, his claws extended, as he sliced into Starscream's shoulder-plating. "_Human insect!!! Do you think you can actually hurt me?!!_" Starscream roared.

"Damn straight, bub," Wolverine snarled, as he ripped into Starscream's chest-plate, "'cause I'm the _best_ there is at what I do!!"

Roaring in electronic rage, Starscream pulled Wolverine off his torso, and _threw_ him through the already-damaged Institute, before popping open his wrist-mounted missile-launcher and firing a full salvo into it, utterly _obliterating_ the west wing. "So am _I_, organic!!" he declared...but stopped, as Wolverine slowly walked out of the rubble, his uniform tattered, his skin burned away, exposing the muscle and sinew beneath...before he rapidly began to heal, until his wounds were completely gone.

"If that was yer best shot, bub, you're in trouble."

"Cog-_dammit!!_" Starscream cursed. "When did these insects _get_ so Pit-damned hard to squish..._ARRRRGGGGHHHH!!!_"

Starscream clutched his chest as a smiling Shadowcat phased her head out of it. "Uh, it's called _evolution_, tin-grin!" she laughed, as she phased out of the Decepticon. "All yours, 'Hide!"

"Much obliged, little lady!" Ironhide laughed, before he brought his cannons to bear on the paralyzed Starscream, and fired. Starscream howled in agony as high-caliber cannon-shells ripped into his armor, sending him sprawling.

As Starscream slowly got to his feet, Optimus picked up his rifle, and split it into two revolver-type weapons, before nodding to Cyclops; plasma-bursts and optic-blasts seared into Starscream, blasting chunks out of his armor, sending him flying once again.

Slowly, Blackout struggled to his feet. "Starscream, we must withdraw!"

"_Never!!_"

"The human communications network is back online!" Blackout shouted. "If we do not withdraw, the humans will call in an air-strike! We have our orders, Starscream!" By then, Scorponok had righted himself, and scurried over to link with his master, as Blackout resumed vehicle-mode. "If _you_ want to stay and get your aft blown off, that's fine with me!!" With that, Blackout flew off.

Starscream's face twisted in fury. "This isn't over, Prime!!" he roared, before he transformed, and flew off before anyone could stop him.

With the Decepticons gone, Prime sagged to his knee-joints, in both pain and exhaustion. "_Optimus!!_" Elita cried, rushing to his side. "_Ratchet, get your aft over here, NOW!!!_"

"I'm fine, Elita." Optimus said. "Ratchet, tend to Ironhide first; he got hit worse than I did."

"No chance, Prahm; this ain't nothin'." Ironhide said. "Just surface-damage, is all."

Ratchet quickly knelt by his leader, checking his injury. "Hmm...it's not too bad; just a nicked Energon-line – these kinds tend to spray, making them look worse than they are. Nothing major..."

"...then it can wait." Optimus said, standing up. He looked to the X-Men. "Is everyone all right?"

"We're fine," Cyclops said, frowning sadly, "but the Institute's seen better days."

By then, the Autobots had time to look at the damage their battle had caused. "Aw, _scrap..._" Bumblebee muttered.

"Hey, it could have been _worse._" Iceman said.

Storm nodded. "If you hadn't warned us, we would have been taken _completely_ by surprise."

"The Institute can be _repaired_." Jean agreed. "What's important is that none of us were hurt, including our students below."

Cyclops nodded. "Optimus...all of you..._thank you._"

Optimus' face-mask retracted, as he lightly smiled. "Any time."

"Hey, does anybody get the feeling that was too easy?" Jazz said.

"Are ya _kiddin'?_" Rogue exclaimed.

"No, think about it." Jazz continued. "If Megs wanted to take out Earth's super-humans, why try going after them all at once? Why split his forces up?"

"Kid's got a point." Ironhide agreed. "If Megatron _really_ wanted to take out a target, he wouldn't slag around; he'd send all his forces and just _hit_ the place."

"He wanted all of you distracted?" Jean asked.

"But why would he..?" Optimus began...and then his optics widened in utter _horror_.

"Oh, _no..._"

XXXXXXXX

_Baxter Building_

After taking out those drones, Spider-Man and the Torch, along with Sideswipe and Sunstreaker, had done a quick sweep of the nearby area; Barricade and Shockwave were gone...

...for now.

After getting back to the Building's main level, where Reed, Sue, Hound, and the injured Prowl were waiting, Spider-Man could only sigh as he listened to Johnny talking to the Twins. "You mean you _actually_ switched this guy Ironhide's oil-jug with one full of diluted acid?!" Johnny guffawed, returning to normal as he touched down.

"Yep; the old mech's joints rusted solid, right on the spot! Took Ratchet the Hatchet a good twenty cycles to fix him!" Sideswipe laughed. "'Hide was madder than the _Pit_ when he got loose!"

"And what about _you?_" Sunstreaker chuckled. "You made that Ben's fuel _explode_ while he was _refueling?_ _Classic!_"

"I know! His pizza went all over his _face!_ I nearly _died_ laughing!" Johnny laughed.

Ben groaned. "Oh, _great_; first Robo-Reed, here, and now two metal versions of Matchstick. Maybe we _should've_ let the 'Cons blow us up."

"Yeah." Spider-Man agreed, as he spotted Jameson on the sidewalk, walking away. "Plus, ol' JJ's probably got enough to write yet _another_ scathing newspaper article, likely on how I've joined with the Decepticons."

"Ouch."

Prowl's tone was grim. "Something's wrong here." he muttered.

"What?" Sue asked.

"This attack...it's not Megatron's style. If he wanted to do any significant damage, he wouldn't have divided up his forces." Prowl said. "He _wanted_ us to stop him..."

Spider-Man's eyes widened. "...because he didn't _care_ about attacking us! He was _really_ going after..!"

It hit him harder than Barricade's flails.

Like lightning, Spider-Man fired a web-line, swinging off, heading for Queens as fast as he could, hoping that he wasn't too late..!

XXXXXXXX

_Watson residence, Queens_, a few minutes earlier

After getting leaving school, Mary-Jane went to the ice-cream parlor, to grab a soda, before heading home. As expected, she was alone; her mom wasn't back from work, yet. Dropping her backpack – Roller – on the couch, she sat down on the couch, and flicked on the TV...and found that the news was on. Mary-Jane smiled to herself, immensely relieved; Peter and the Autobots had done it – they had fixed the blackout. Peter was okay..!

Just then, Mary-Jane heard a car horn from her driveway; looking out, she saw that it was her mom's car – she must have gotten off work early! Smiling, Mary-Jane went out to greet her mom.

Had she stayed a second longer, she would have noticed Roller suddenly perk up, beeping wildly in warning.

Mary-Jane quickly ran to the passenger side of the car, smiling at her mother as she rolled down the window. "Hi, Mom!" she exclaimed. "Did you get off work early?"

Her mother smiled. "Of course, dear; what with everything that's happening, I just wanted to make sure you were safe. Are you okay?"

"I'm fine, Mom; Spider-Man and the Autobots saved us." Mary-Jane answered.

"How...wonderful." Mrs. Watson replied. "Anyway, dear, I was thinking; why don't we go grab a snack, or something?"

"Sure!" Mary-Jane replied, hopping in. "Where to?"

"Oh, you decide, dear." Mrs. Watson said...her smile turning sinister. "After all, Lord Megatron wants you in good condition."

"_W-What?!_" Mary-Jane cried, not sure she'd heard right...before the seat-belt shot out like a striking snake, wrapping around her and covering her mouth so she couldn't scream, the doors locking...as the holographic image of her mother faded, their family car slowly changing into a customized black Corvette, with the sinister Decepticon insignia painted on the hood.

"_Soundwave to Megatron._" came a monotone voice from the radio, causing Mary-Jane to gasp in terror as she struggled helplessly against her bonds. "_Operation Sleight-of-Hand is accomplished; I have the Watson female._"

"_Excellent, Soundwave._" came a harsh, metallic voice from the radio, making Mary-Jane _freeze_ in sheer, soul-chilling _fright_. "_Bring her here; we have much to discuss._"

With that, the Corvette pulled away from the Watson residence, as Mary-Jane's screams of terror, muffled by her captor, went unnoticed to the rest of Queens.

XXXXXXXX

Author's Note: I am SO sorry about the delay. I would have finished over the weekend, but I had the great-GRANDMOTHER of all sore throats. We're talking Greg-House-class pain, here. Anyway, I'm better, now; and I plan to start the next chapter, tomorrow. Thank you for your patience!

_Coming Soon:_

_With MJ in the Decepticons' clutches, things look bad for planet Earth…_

_Can Spider-Man rescue his beloved Mary-Jane?_

_Will Megatron learn the secret location of the AllSpark?_

_Where is Alpha Trion?_

_Find out in "Recovery," coming to your computer soon…_


	7. Recovery

CHAPTER SIX: RECOVERY

_"During our fight against the Decepticons on Earth, I never had the chance to visit that planet; I had to remain on Cybertron and coordinate the defense of our home, should any remaining Decepticons take advantage of Optimus' absence. After the fight on Earth ended, we never had reason to go back there, since Megatron's attack was spreading to so many other worlds; all I had to go on was my Orion's description of that beautiful blue planet, and the kind people that dwelled there. I guess seeing the change here came as a bit of a shock – almost twenty Earth-years isn't much to us, but it's a long time to most humans – but it gladdened my spark to see that light still dwells in humanity – both "normal" and "superhuman" – in the face of this wave of suspicion and mistrust...and this could not be more evident than in young Peter's case. He has been through so much for one so young, and it is unfair for him to face more still. But this is war...and both Optimus and I know all too well how fast war makes people grow up..." – Elita-One, Autobot Second-In-Command._

_Watson residence, Queens, New York, November 13, 2007_

The very instant he had detected the Decepticon power-signature, Roller shed his backpack-disguise, racing towards the main exit, bumping into the door. Shaking off the minor jolt to his systems roller extended his grappling-claw; with careful precision, his claw grasped the uncoupling mechanism, and turned it, unlocking the door and zipping out...just as Soundwave drove off, with Mary-Jane trapped inside.

Roller gunned his engines, racing after the Decepticon Commander, trying to get close enough to tag him with a tracer...but he had been built for maneuverability and stealth, not speed.

As Soundwave darted in and out of the endless stream of cars, Roller gunned his engine for all it was worth, darting out of the way of incoming cars, racing right _under_ them; thankfully, Soundwave hadn't detected him, so there was still a chance...

...and then Roller's engine hit its maximum output; he had pushed it for all it had, and Soundwave was still accelerating. If he kept pushing it, he would overheat...

A familiar shadow suddenly darted overhead, chasing Soundwave. Roller quickly pulled to the side, initiating his emergency cool-down protocols, letting Peter handle things from here...

XXXXXXXX

The trip to Queens had taken _far_ too long, as far as Spider-Man was concerned. The instant he'd figured out what Megatron's _real_ plan was, he'd felt sick to his stomach. '_How could I have been so __**stupid?!**_' he berated himself; Megatron had gotten them all to fight the battles _he_ wanted them to fight...suckering them into missing his _real_ objective.

_MJ._

Just as he was only a few blocks away from MJ's house, his spider-sense flared. He looked down...and his eyes widened in horror as he saw Roller chasing after a vehicle-mode Soundwave...and he could just see a flash of ruby hair in the passenger's seat..!!

Firing a web-line, Spider-Man changed direction in mid-air, diving towards the customized corvette, and landing on its hood, glaring into his windshield. "_Pull over, scrap-head!!!_" he roared, smashing his fist into the glass, cracking it. He pulled back and punched again, trying to get MJ out of there; one more punch would do it...

The Corvette rapidly swerved, almost making him lose his balance, before popping its hood, tossing him off. Spider-Man was sent flying into the air, before he fired a web-line, pulling himself onto Soundwave's roof. "_I __**said**__, pull OVER!!!_" Spider-Man roared, punching through the roof.

Suddenly, something grabbed hold of his foot and tripped him up, nearly sending him falling into the street. Looking up, Spider-Man caught sight of Rumble, climbing out of Soundwave's back window, his red optics narrowed in anger. '_Aw, man, I forgot; this guy never rolls alone..._'

As Rumble swung at him, Spider-Man darted to the side, and then quickly caught himself before he fell off...right before Rumble back-kicked him right in the chest, _exactly_ where he'd slammed him, earlier today. Spider-Man almost doubled over...and then was painfully righted as Rumble kneed him in the back where Barricade had thrown him against the wall. With uncanny swiftness for a being made of metal, Rumble caught him in a choke-hold, and started to compress.

As dots clouded Spider-Man's vision, his thoughts turned to MJ...and focused him like a _laser._ He slammed Rumble dead in the face with an elbow-strike, once, twice, three times..._bupkiss_; he wasn't letting go. Then, just before his oxygen supply ran out, he twisted his wrist and fired a web-glob right into Rumble's face, causing him to let go, cursing in pissed-off-binary, trying to get the web off, as Spider-Man gasped, gulping oxygen into his previously-deprived lungs. Recovered, Spider-Man got up, ready to stick it to Rumble...but the Decepticon mini lashed out blindly, knocking Spider-Man off the roof. Spider-Man quickly fired a web-line, snagging Soundwave's rear bumper, slowly pulling himself towards the Corvette...

...and then Rumble tore the web from his optics, saw the web-line...and chuckled evilly, before he popped a glowing blade out of his wrist, and neatly severed the line in one swipe.

Spider-Man's line instantly went slack, as he hit the pavement, watching as Soundwave drove off with the woman he loved...and then his spider-sense flared up, as he fired a web-line and pulled himself to the sidewalk, _just_ managing to evade an incoming car.

Dropping to the sidewalk, Spider-Man groaned, in both pain and despair. '_**Boy**__, did I ever blow it..._' he thought glumly. Not only was MJ in Megatron's clutches, the Decepticons were only _inches_ away from getting hold of the AllSpark...

He suddenly felt something bump into him; looking down, he saw Roller there, looking up at him with his single electronic eye. "Hey, Roller." he said glumly. "I couldn't catch Soundwave; I messed up..."

"_Megatron fooled us all, Spider-Man._" came Optimus' voice through Roller's radio. "_Right now, the important thing is rescuing Mary-Jane._" At that, a panel on Roller's back chassis opened up, revealing a high-tech map, with several blinking Autobot crests shown on it. "_Meet us at these coordinates; we have to figure out a way to locate Megatron and the Decepticons. Prime out._"

As Optimus ended the transmission, Spider-Man shook himself out of his funk; blaming himself wouldn't help anything. "Well, little guy," Spider-Man said, "we'd better get going!" Roller beeped in agreement, before he shifted into backpack-form. Strapping Roller over his shoulder, Spider-Man fired a web-line and swung off, to meet up with the Autobots.

XXXXXXXX

_U.S. Congress, Washington, D.C._

The very instant he had read the briefing, Secretary of Defense John Keller stormed into the Senate chamber, where the Senate was just concluding its meeting. As he strode in, John glared at Senator Robert Kelly, a fairly tall, lean forty-something man, with greying brown hair, and green eyes framed by glasses, clad in a grey business suit. "I assume that this little clusterfuck was _your_ idea, Senator."

Robert looked uncomfortable. "I'm...not sure what you mean, Mr. Secretary..."

"Oh, no?" John said. "The President has just ordered the deployment of _Sentinels_ in the New York City area!"

Robert smirked. "Well, there you have it, sir."

"I wonder who _advised_ him to do something like that." John snapped, sweeping his glare across the entire Senate. '_Sheep, the lot of them._' he thought. Robert had played on their panic, as he always did, and bamboozled them into backing his plan.

"Mr. Secretary, after today's attacks, the Sentinels are our best defense against these...machines." Robert answered.

"Kelly, do you honestly _think_ that the Sentinels stand a _chance_ against Megatron and the Decepticons?" John exclaimed. "Which brings me to _another_ point: you recommended that the Sentinels be used against not just the Decepticons, but the _Autobots_, as well!"

"Mr. Secretary, this whole incident came about because both Autobots _and_ Decepticons decided to use _our_ planet as a battleground." Robert said. "Despite the President's rejection of the latter recommendation, the Sentinels' presence should make it clear that they are _not_ welcome here."

"Are you _insane?!_" John shouted. "The Autobots are just about the only allies we _have_ against the Decepticons!!"

"_Both_ factions of these machines are a threat to our species' survival, Mr. Secretary." Robert retorted. "Not unlike mutants."

It was only then that John understood the smarmy bastard's agenda. "And once this crisis is over, you plan to have an army of Sentinels at the ready." he said. "You son of a..!"

"Mr. Secretary, this order came from the _President_; if you wish to contact him, feel free to do so, but he's already been moved to the Presidential Bunker, so it will be difficult. For now, this session is adjourned." With that, the entire Senate began to head out of the chamber.

Turning, John strode out of the chamber. Now that communications were back up, he had to get word to Fury of this development; he didn't trust Kelly as far as he could _throw_ him..!

"Mr. Secretary?"

Turning, John spotted a lone man, around the same age as him, with balding brown hair, blue eyes, clad in a black business suit, sitting at a bench in the shadows, a metal briefcase across his lap. "Mind if I have a moment of your time?"

John frowned. "And you are..?"

"Tom Banachek, Director of Sector Seven." the man – Tom – answered.

"Never heard of it."

Tom smiled. "After this is over, sir, with any luck, you never will again." he said. "_Trust_ me, sir: you _want_ to talk to me."

John's eyes narrowed. "Not when I need to brief S.H.I.E.L.D. on this recent development."

"I figured that might be the case." Tom said. "That's why I'll be heading to the Triskelion with you." He reached into his pocket, and pulled out a badge. "My security clearance."

Frowning, John glimpsed at the badge...and his eyes widened. "You have my attention."

Tom smiled. "I have a chopper ready for you, sir; I'll brief you on the way." he said. With that, he headed away, down the hall, and John promptly followed.

XXXXXXXX

_Undisclosed location_

Sunset was rapidly fading as the black Corvette pulled into the abandoned warehouse district on the east-side wharf. The Corvette glided into the largest warehouse, standing over forty feet tall, as it had once been used to house military vehicles for repair-work. The Corvette came to a stop...and then its passenger-side door popped open, as the car tilted onto one side, unceremoniously dumping Mary-Jane onto the floor.

As Mary-Jane picked herself up, her automatic instinct was to run, but the sheer terror running through her veins froze her to the spot...not that running would have done much good; the very second that the 'Corvette' had dumped her, the mini-Decepticon – Rumble – had stepped out of the back seat, keeping his weapons trained on her...and filling the warehouse were several vehicles – much _larger_ Decepticons in disguise: the police car that had chased her and Peter, a day ago, a Black Hawk helicopter, an F-22 jet, and another helicopter.

Just then, all four Decepticons transformed, utterly dwarfing her, making her feel even _more_ scared and insignificant than she already was. The jet-Decepticon turned his baleful red optic on her, sneering. "So, _this_ is the little insect that you couldn't catch, before, is it Barricade? You couldn't catch her because of that 'Spider-Man'?"

"Go eat scrap, Starscream." Barricade muttered. "_You_ didn't do much better against those 'X-Men'."

"_Our objective was never to destroy the organics._" Soundwave said, as he, too transformed. "_We simply had to engage the Autobots and the humans, and draw their attention, while we covertly pursued our __**real**__ objective._"

Barricade chuckled. "Still, knocking that little red squishy around was pretty fun."

Mary-Jane suppressed a sob at that; the Decepticons had been playing Peter and the others, all along..!

The other helicopter-Decepticon walked to the side of the warehouse...where the body and head of Frenzy lay. As the Decepticon started to work on him, Frenzy started to chatter angrily.

The Decepticon scoffed. "Well, Frenzy, if you had just been watching your aft, that insect wouldn't have gotten the drop on you."

The Black-Hawk-mech chuckled. "Quit your glitching and let Shockwave fix you, Frenzy; you weren't the _worst_-damaged, out there. Astrotrain's _still_ salvaging the Constructicons. Put it in idle."

"_Yes, my friends; save the anger for the Autobots._"

As that metallic voice rumbled from the shadows, Mary-Jane _froze_, not even daring to _breathe_, her eyes widening in utter _terror._ Then, a massively tall, powerfully-built, silver-armored mech strode into view, his handsome-yet-menacing face twisted in a terrifying smile. Mary-Jane knew who it was. There was no mistaking him.

Up until then, Mary-Jane thought she knew the limits of how scared she could get; after getting nearly tossed from absurd heights by a mutated Norman Osborn, and later getting kidnaped by a psychotic clone of Peter, she was pretty sure that was the most terrified she could be...

...but now, as she stared into the red optics of the Transformer known and feared throughout the cosmos as "the Great Slag-Maker," she realized _just_ how wrong she was.

"_I am given to understand,_" Megatron boomed, as his terror-inducing crimson gaze fell on her, "_that you were not forthcoming when Barricade first questioned you._" His optics narrowed. "_Perhaps __**you**__ do not understand: we require the location of the AllSpark._"

Mary-Jane couldn't speak.

Megatron took another step towards her, the ground rumbling as he did so. "_And in order to find it, fleshling, we require one of your ancestral artifacts._" he continued. "_And you will give it to us. Now._"

At the mention of the glasses, Mary-Jane remembered just how high the stakes were. Her eyes narrowed, and she shook her head. "_No._"

Megatron smirked cruelly. "_Oh, __**so**__ unwise..._"

"Why?" Mary-Jane retorted. "What are you gonna do? 'Squish me?' You do that, and you lose the only lead you have to the AllSpark!"

'_Oh, my __**God**__, where did __**that**__ come from?!_' a tiny part of Mary-Jane's mind cried. Then, Mary-Jane smiled to herself; her boyfriend's heroic nature must have rubbed off on her.

"Insolent little organic!!" Starscream thundered, his arm expanding into a missile-launcher. "You will tell us where the AllSpark lies, or we will..!"

Starscream's threat was cut off as Megatron's arm morphed into a massive, long-barreled cannon, as he pointed it at Starscream, inches from his face. "_You will do __**nothing**__, Starscream, until I __**order**__ you to do so._" Megatron snarled, his optics narrowed. "_You serve me for only as long as I __**allow**__ it, so if you wish to keep your spark in your laser core...use your processors for something __**other**__ than making a rattling sound in your head._"

Starscream scowled at the insult as the other Decepticons laughed, before he accepted the rebuke, re-forming his arm. "As you command, Lord Megatron."

Re-forming his own arm, Megatron leaned down towards Mary-Jane, until his face was inches away from her, causing her earlier terror to come flooding back. "_You misunderstand me, Watson female._" he said. "_I do not intend to so much as touch even __**one**__ of the keratinized fibers growing from your scalp._" Rising back to his fully, terrifying height, he turned to Soundwave. "_Soundwave, is Ravage in position?_"

"_Affirmative, my Lord; Ravage is standing by near the Watson residence._"

Mary-Jane's eyes widened. "_W-What?!_"

"_You have left me little other option, organic._" Megatron sneered. "_Since you are not forthcoming, and since you do not currently possess the artifact, we must assume that it is in your primitive dwelling. Just after Soundwave apprehended you, Ravage infiltrated your dwelling, and is standing by for my orders to commence searching._" He smiled cruelly. "_And you will notice, insect, that it is very close to the time when your maternal parent concludes her daily function, and returns to your dwelling._"

Gasping, Mary-Jane checked her watch. Megatron was right; her Mom would likely get home in an hour..!!

"_I think you begin to understand, organic. The most logical holder of the artifact is currently your parent; unless you indicate otherwise, at my orders, Ravage will search the human..._"

Megatron's smile became truly _evil_ as he finished his sentence. "_...with __**extreme**__ prejudice._"

Mary-Jane was shocked silent, her eyes starting to sting from tears of terror. "You...you _wouldn't..!!_"

Megatron laughed, a truly _horrifying_ sound. "_Maggot, I have conquered many planets, enslaved millions of organics, and __**eradicated**__ millions more; entire __**civilizations**__ of your inferior filth have burned at my feet._" he sneered. "_Ordering the termination of just __**one**__ won't even disturb my recharge-cycle._"

The other Decepticons laughed, in assent of their leader's plot, as Mary-Jane's tears started to flow. "_P-Please, don't..._"

"_Her fate is not in my hands, but in __**yours**__, Watson female._" Megatron sneered. "_If you wish Ravage to search elsewhere, then __**specify**__ where to search...and remember: to you, she is your caretaker...but to us...well, she's only an organic._"

Megatron laughed cruelly. "_But I'm a reasonable mech; I'll give you time to process your decision._" he said...and then his optics narrowed. "_You have one hour before her arrival, organic; one hour._" Megatron then turned away from her. "_Rumble; remove the insect from my sight._"

Rumble let out an electronic grunt of obedience, before he roughly grabbed Mary-Jane's arm, and half-dragged her to a side room, cruelly tossing her in and shutting the door, locking it.

Utterly alone in the darkness, Mary-Jane felt her tears start to well up...before flowing freely down her face. She _couldn't_ let her Mom get ripped to shreds by Ravage...but she _couldn't_ let the Decepticons get a hold of the glasses...she didn't know _what_ to do...

Curling herself into a ball, Mary-Jane started to quietly sob, as she wished that Peter was here...

XXXXXXXX

_New York City_

Roller's map led Spider-Man to an empty parking lot, far from prying eyes...empty, that was, save for an 18-wheeler, a Pontiac Solstice, a shining, dark violet, high-tech hover-car, two Lamborghinis, a black Topkick, and a 1975 Camaro. As Spider-Man set the Roller-pack down, Roller promptly shed his disguise, and zipped into Optimus' trailer...seconds before all seven vehicles transformed; Spider-Man knew most of them, but the hover-car changed into a female mech he didn't recognize. The female mech smiled pleasantly at him. "It's a pleasure to finally meet you, Spider-Man."

"Uh...likewise, ma'am." Spider-Man replied. "And you would be..?"

"Elita-One, Autobot Second-In-Command." Elita replied.

"Oh. Right." Spider-Man said, as his tone became serious. "Any leads on Megs' location?"

"None yet, Spider-Man." Optimus replied.

"It's likely that Megatron is still in this city, or we would be able to lock onto Soundwave's signal easily; with all this background interference, it's hard to spot him." Bumblebee said.

"Can't Wheeljack think of something?" Spider-Man asked.

"'jack's still busy helping the Four get Earth's comms back up." Jazz said. "We managed to get the military channels running, but who _knows_ what else Frenzy's little 'present' could do!"

"Plus, the Ultimates are busy getting the Triskelion ready for another attack, and the X-Men are making sure their younger students are safe," Elita finished, "so, at present, we were the only ones close enough and in good enough condition to assist."

Sunstreaker chuckled. "Though 'Hide here is on the border-line."

Ironhide's optics narrowed. "_Watch_ your audio, kid. Ah can out-scrap you and yer brother on _any_ given cycle!"

Elita frowned. "Still, Ironhide, you could have let Ratchet do a better job of patching you." she said. Half-glaring at Optimus, she added, "The same goes for some _other_ mechs..."

"_Scrap chips!_ Ah'm _fahne!_" Ironhide rumbled. "Just a _dent_, that's all!"

"Regardless, time is something we do not have to waste." Optimus said. "We must find a way to locate the Decepticons."

"Yeah, while our resident tech-head is playing mad-scientist planet-side." Sideswipe grumbled. "Won't that be fun."

Spider-Man grimaced in despair under his mask...and then a nutty idea came to him. "Maybe _technology_ isn't the solution."

Optimus blinked. "What do you mean?"

Smiling under his mask, Spider-Man knew it was a long shot, but it was better than anything else he could think of. "Just follow me, guys; I'll explain on the way." With that, he fired a web-line, and swung off, as the Autobots quickly assumed vehicle-mode, and followed him.

As Spider-Man swung in the direction of Greenwich Village, a blanket of fog began to blanket himself and the Autobots on the streets below, but that was normal...well, as "normal" as _this_ place ever got.

"_Slag_, man..." Sunstreaker cursed, "...where you leading us, Web-Head? All my nav-systems just went dead..."

"Same here." Ironhide muttered. "Hope you know what yer doin', kid..."

After a few minutes, Spider-Man released his web-line, touching down in front of a fairly large, stately building...one which most others would never see, as its owner had crafted a spell to keep out all visitors, save a specific few, of which he was one. As the Autobots rolled to a stop, Spider-Man walked up to the door, and knocked three times. '_I sure hope he makes house-calls..._' Spider-Man thought; after the _first_ time he'd visited the Doc's Sanctum Sanctorum – namely, after he'd _swung in_ – he knew to use the front door, now.

Several seconds later, the door glided open a crack, and a young Asian man, with dark eyes and a shaven head, clad in black pants and a simple green shirt, stepped out. "Greetings, Spider-Man."

"Hi, Wong." Spider-Man replied. "Hey, is the Doctor in?" He gestured to the parked vehicles. "My friends and I...kinda need his help."

Wong looked past him to the vehicles...and nodded. "I will see if my master is available..."

"That will not be necessary, Wong."

Spider-Man felt his spider-sense give a momentary buzz as Dr. Strange teleported out of thin air, appearing right next to him. Earth's Sorcerer Supreme was tall, and of athletic frame, in his thirties, with short black hair, a thin beard encircling his mouth, and blue eyes, clad in black pants, a blue shirt, and a long red cape – or, as Stephen Strange had called it, a Cloak of Levitation.

"Wong," Dr. Strange said, "you may return to your studies; I will see to our guests." Bowing respectfully, Wong headed back inside the Sanctum, closing the doors. "You needn't hide." Stephen called out. "I know that the seven of you are more than you seem."

'_Huh??_' Spider-Man thought. '_How did he..?_'

"_Dude!_ How'd he know??" Sideswipe whispered.

"Because you just _told_ him, slag-face." Sunstreaker whispered.

"Scrap-heap reject." Sideswipe snapped.

"Motherboard-fritzed glitch-pile."

"Go wax yourself with a power-grinder."

"Interface with an electromagnet, you..."

"_Quiet!!_" Ironhide barked. "Cog-_dammit_, you two!! Worse than spark-lings!"

The entire time, Dr. Strange had been suppressing his laughter. "Actually," he admitted, "I sensed life-energy emanating from within your vehicle-forms, and since you were not attacking, I concluded that you were Autobots."

Their cover effectively blown, all seven Autobots transformed. "You could sense our sparks?" Optimus asked, surprised.

"Only faintly." Stephen said. "Still, life-energy is very unique, and even detecting a _faint_ trace in a supposedly-inanimate vehicle is a giveaway."

Ironhide frowned. "Not to _mention_ hearing these two bicker like they'd just come online."

Bumblebee chuckled. "What'd you expect, 'Hide? When they're not bickering, they're pulling some glitched-up stunt...usually on _you._"

Despite the seriousness of the matter, Spider-Man couldn't help but chuckle. "Autobots, allow me to introduce Dr. Strange, Earth's Sorcerer Supreme." he said. "Doc, Autobots."

Dr. Strange nodded to the Autobots, who returned the gesture. "I gather that the current situation is dire."

"And _how_, Doc." Spider-Man agreed. With that, he very quickly gave Strange a condensed, 'Reader's Digest' version of the events of the day.

When he was finished, Stephen's eyes were wide. "By the Vishanti...and you say that the Decepticons have captured Miss Watson, but a short time ago?"

"Yeah." Spider-Man said glumly. "And we need to find them. _Fast._"

"Doctor," Optimus said, "you said that you were able to sense our sparks. Could you do the same for Megatron and the Decepticons?"

Dr. Strange concentrated. "Hmm...I am sensing several clusters of life-energies similar to yours," he answered, "but I cannot discern any difference between them; your 'sparks,' as you call them, do not differ sufficiently between Autobot and Decepticon for me to pinpoint them."

"Great. Back to Square One." Bumblebee sighed.

Spider-Man frowned...and then froze. "_Mary-Jane!!_"

"Yeah, Web-Head, we know; Megs swiped your spark-mate. We get it." Sunstreaker grumbled.

"Megatron and the Decepticons have Mary-Jane with them! _That's_ what separates them from the other Transformer signatures!" Spider-Man exclaimed. He turned to Dr. Strange. "Doc, is it possible for you to filter out all other Transformer signatures except the one with only _one_ human signature nearby?"

Dr. Strange's expression brightened. "I believe so!" he exclaimed. With that, he began to concentrate, his eyes closing tight, as a small bead of perspiration formed across his forehead...

"There's an old industrial area on the east-side wharf." Dr. Strange said, releasing his focus. "I sense several Transformer life-forces there, as well as a single human life...but I cannot tell if it is truly Miss Watson..."

"Well, it's better than nothing." Jazz said.

"Don't know, Prahm; no 'ffense to the Doc, but what if he's off?" Ironhide said. "What if the human he picked up ain' her?"

Optimus looked thoughtful. "Spider-Man," he said, "would you be able to infiltrate the area and determine if Mary-Jane _is_ nearby?"

"No problem." Spider-Man replied. "How would I let you guys know?"

Elita-One unclipped a small, Walkman-sized circular disc from her side, and handed it to Spider-Man. "This is an emergency locator beacon." she explained. "While you head in, the rest of us will maintain a cautionary distance from the area; if you spot Mary-Jane, activate the beacon," she gestured to the red button in the center, "and we'll move in."

Spider-Man nodded, before he turned to Dr. Strange. "I don't suppose that you'd be able to lend a hand, Doc?"

Dr. Strange nodded, his expression grave. "Though my duty is to defend Earth against _supernatural_ threats, the Decepticons are surely the greatest threat that Earth has yet faced." he said. "I will assist you."

Optimus nodded. "If that is the case, Doctor, I would recommend that you remain on stand-by with the rest of us while Spider-Man locates Mary-Jane." he said. "Your energy-signature is considerably higher than a normal human's; if you assist Spider-Man in infiltrating Megatron's hideout, you could alert the Decepticons..."

"...placing Miss Watson at risk." Stephen said. "I understand."

Optimus then turned to Spider-Man. "We'll follow you to the industrial sector as fast as we can." he said. "If you locate Mary-Jane, wait for backup before you attempt to rescue her; Megatron is _not_ to be underestimated."

"Got it." Spider-Man said, before he fired a web-line, and swung off, heading for the east-side wharf, as Doc Strange levitated into the air, keeping pace with the Autobots as they assumed vehicle-mode and followed.

Within minutes, Spider-Man had reached the abandoned industrial sector, releasing his web-line and touching down, keeping low in the shadows, as night blanketed the rooftops; if there _were_ Decepticons nearby, he didn't want to be spotted. '_Okay,_' he thought, '_if I were a psychotic robo-tyrant, where would __**I**__ hide out?_' Glancing into the distance, he spotted a series of large warehouses; it was as good a place as any to start. Crouching low, Spider-Man sprinted across the rooftop, jumping from one roof to the next, heading towards the largest warehouse...

...and as soon as he got within ten feet of it, his spider-sense went _insane_; a sense of _extreme_ danger radiated through his brain, emanating from that building, as though something _monstrously_ deadly were waiting for him inside.

'_Well, at least I know Megatron is here._' Spider-Man thought. Leaping into the wall, Spider-Man started to crawl up, and slipped inside through a crack near the roof. As he emerged into the rafters, he kept as quiet as his namesake, peering down below.

The 'Cons were here, alright; he recognized Soundwave, Barricade and Shockwave, as well as Frenzy on the repair-table, as Shockwave finished his repairs, with Rumble on guard, and he had a fair idea of who the others were: the jet-mech had to be Starscream, and the _other_ 'copter-mech must be Blackout. He didn't see anyone who fit the description of Astrotrain...but he knew who the massive, silver-armored Decepticon _had_ to be.

"It's _insulting,_" Starscream grumbled, "that we have to put up with cowering in this human building..."

"_We all know that we had no time to gather sufficient supplies to establish a sufficient base of operations, Starscream, and the Nemesis was engaging the Autobots in the Trentar Galaxy._" Soundwave rebuked. "_If we wished to reach the AllSpark in time, we all knew we had to make due._"

"Yeah, 'Screamer, and once we get the AllSpark, we won't _need_ supplies." Barricade sneered. "If you didn't have your head up your aft, half the time, you'd have realized it."

At that, Frenzy gave a chatter of assent, as Shockwave finished attaching his head to his body...to which the Decepticons responded with uproarious laughter, as Starscream scowled.

The entire time, Megatron had remained distant to the conversation, merely chuckling. "_Speaking of which, I believe it is time for our minuscule guest to make her choice._" he said. "_Rumble._"

At his Lord's command, Rumble entered a room to the side...and Spider-Man's eyes widened as he saw the mini-mech drag out a sniffling Mary-Jane.

She was scared to death...but otherwise okay.

As Rumble tossed her at Megatron's feet, Megatron smirked. "_Well, organic? Have you come to a decision?_"

Mary-Jane sniffled. "I...I..." she whimpered.

Megatron frowned. "_What a pity._" he mocked. He raised his arm, as a small panel flipped open on his forearm. "_Need I remind you of the consequences..?_"

Spider-Man had heard enough; he quickly tapped the locator clipped to his waist, letting Optimus and the others know that it was time to move in, as the beacon began to softly beep...

As Frenzy got up off the repair bench, he suddenly perked up, chattering wildly, causing Megatron to stop. "_What?_" he said. "_Someone is here?_"

Frenzy babbled in agreement, his head swiveling around, trying to locate the offending noise...and then Spider-Man froze as Frenzy looked _up..._and uttered one word.

"_Parker!!!_"

'_Uh, boy; the cat's out of the bag._' Spider-Man thought. With his cover blown, he knew he had to act fast, keep Megs and the 'Cons off-guard. Before anyone could react, Spider-Man dropped out of the rafters, landing quickly, before firing a web-line at the surprised Rumble, hauling the mini-mech off his feet, and tossing him into Megatron with all the strength he had, knocking the Decepticon leader back a few steps...giving Mary-Jane the opening she needed. "_MJ, RUN!!!!_"

MJ didn't need to be told twice; she turned and ran for the door as fast as she could. Snarling, Frenzy moved to stop her, but Spider-Man snagged him with a web-line, yanking him away, and then sending him flying with a jump-back-kick, giving the woman he loved the time she needed to run out the door.

Roaring, Barricade took aim at Spider-Man with his machine-guns...but stopped at Starscream's shout. "Idiot!! You open fire in here, you'll bring the entire structure down on our heads!!"

"_Hand-to-hand only!_" Soundwave shouted. With that, he stomped towards Spider-Man, trying to crush him under his feet, but Spider-Man leapt away, somersaulting clear as Soundwave tried to grab him, landing on the wall.

"It's time to play _every_ mech's _favorite_ game-show, '_Stomp the Spider!!_'" Spider-Man quipped; hopefully, if he made these metal morons mad enough, they'd forget all about MJ, and go after him...which wasn't the _best_ plan, but with any luck, Prime and the others would arrive, soon. As Soundwave turned, Spider-Man leapt low, darting under him, before firing a web-line, tying up his feet; Soundwave turned...and tripped on the web, falling flat on his face. "Oh, too bad; Contestant #1 is _out_ of the running!"

Snarling, Starscream swiped at Spider-Man, who leapt up into the rafters. "Good try, Contestant #2, but no dice!" Spider-Man quipped, as he flipped away. His optics narrowed in rage, Starscream charged at Spider-Man..._just_ as Blackout had the same idea. Spider-Man waited until the two mechs were inches away...and then leapt clear.

Starscream and Blackout crashed into each other, knocking each other to the ground in a _thud_ that shook the building. "And Contestants #2 _and_ #3 are down!" Spider-Man quipped.

Roaring in fury, Barricade swiped at Spider-Man, who flipped away...and landed on Shockwave's back. "How about it, Contestant #4? Feel lucky?"

"_No!!_" Shockwave cried. "Barricade, you idiot, he's trying to..!!"

Too late.

Blinded by rage, Barricade charged at Spider-Man, who leapt away at the last minute, causing him to tackle into Shockwave, crashing them both through the wall, nearly bringing down the entire warehouse.

"Oh, _so_ sorry; Contestants #4 and #5 are disqualified!" Spider-Man laughed. "Well, thanks...for...playing..." His voice trailed off...as he realized that he had one more _big_ problem.

"_Well,_" Megatron thundered, as he recovered, Frenzy and Rumble flanking his side, dwarfed by their leader, "_**you**__ must be this 'Spider-Man' insect I've been hearing of._"

Spider-Man suppressed his terror as he stood in front of the Great Slag-Maker himself. "And _you_ must be the ringleader of this little band." he quipped. "You know, I _thought_ you might just be the janitor...but I took a wild guess."

Megatron frowned. "_Cease your prattling, Parker, or you will receive no mercy._"

The use of his real name didn't phase him. "What? You don't like my jokes? Why didn't you _say_ so?" he quipped. "How about a magic-trick? Look, nothing up my sleeve..." He stopped in the middle of his 'routine,' his wrist aimed at Megatron. "...on second thought, I lied; there _is_ something up my sleeve." And with that, he fired a web-glob, splatting it right across Megatron's optics.

Megatron's roar of fury shook the air as he started to pull the glob off. With their Lord momentarily distracted, Frenzy and Rumble closed on Spider-Man. Ducking under Rumble's high-powered punch, Spider-Man suppressed a yell as he felt Frenzy's claws rip into his back; he turned, and threw the Decepticon off of him, tossing him into Rumble. As the two minis charged at him, Spider-Man did a mid-air flip, landing right between the two of them, and did a split-kick, sending them sprawling.

By then, Megatron had torn the web-glob from his optics...and he was _pissed._ '_And it looks like I've pretty much secured the nomination for 'Dumbest Move __**Ever**__'..._"

"_INSOLENT INSECT!!!!_" Megatron roared, as a deadly-looking, serrated metal flail extended from his wrist, before he snapped it with expert accuracy; Spider-Man barely had enough time to dive out of the way as it cleaved the concrete where he'd just been.

As he came up into a crouch, Spider-Man felt his fear melt away; he was fully in the moment. "Listen, Megs...oh, can I call you Megs?" he quipped; Megatron answered with a roar and another flail-swing, which Spider-Man evaded by a narrow margin. "Anyway, Megs, technically, it's not 'insect'; it's '_arachnid_'. If you're gonna insult someone, do it _right._"

As Megatron swung again, Spider-Man fired a web-line and zipped to the rafters. "Since we're on that subject, Megs, I'm _really_ not seeing much 'team spirit' among you guys...but that's _always_ been your problem, right? Two words, Megs: _leadership classes._ You'll thank me, later."

Megatron's optics narrowed...and then he smiled cruelly. "_Perhaps you're right, organic._" he sneered. "_Then again, I've always followed a particular philosophy, one which one of you described perfectly: if you want something done __**right**__...DO IT __**YOURSELF!!!!**_"

And he punctuated the sentence with another flail-slash; Spider-Man felt his spider-sense flare, as he leapt out of the way, towards another rafter...

...and in the slowed time-perception of his spider-sense, Spider-Man realized his mistake.

Megatron hadn't been aiming at where he _was_.

He'd been aiming at where he would _jump._

The very second that Spider-Man landed on the adjacent rafter, Megatron's flail cleaved through it, sending him falling...right into the waiting hand of Megatron.

Megatron snarled as he grabbed hold of Spider-Man, glaring at him. "_This is __**my**__ world, organic,_" he thundered, "_AND DON'T YOU FORGET IT!!!_"

And with that, Megatron pulled his arm back, and _threw_ Spider-Man across the warehouse, sending him crashing _through_ a wall, flying through the air, to slam into _another_ brick wall.

The first wall had pretty much totaled him, but the _second_ one _really_ knocked him for a loop. As he landed on the ground, Spider-Man's vision began to blur...and then...

...oblivion.

XXXXXXXX

_Triskelion_

"_General, we have contact!_"

The instant he heard that message on the PA, Nick Fury headed to the Triskelion's Command Center. "What's the situation?"

The lieutenant in charge quickly gestured to a holographic map of New York, pointing to an abandoned industrial sector on the east-side wharf...where about eight blinking dots were moving about. "We just finished installing the tracking program that Iron Man supplied, sir; we detected numerous Transformer signatures at this location, and just moments ago, they started attacking something."

"_Decepticons._" Fury muttered.

"That's what we thought as well, sir." the lieutenant agreed. He then gestured to another set of dots nearby, which were approaching fast. "These signatures are the ones that we tracked from the Xavier Institute, sir; they joined up with a couple from the Baxter Building."

"Optimus Prime, and his forces." Fury thought aloud. "As soon as the Ultimates are prepped, I want them out there; if that bastard Megatron is there, I want him taken down!"

"I'm afraid we have another problem, General." another aide piped up, promptly saluting. "The President has ordered the deployment of Sentinels into that battle-zone; they've been instructed to neutralize the Decepticons by any means necessary."

"_Dammit._" Fury softly cursed. "Try and get word to Prime; if the Autobots head into that hot-zone, the Sentinels might consider them an 'acceptable risk'..!"

"General?"

Turning, Fury saw Defense Secretary Keller there, flanked by two S.H.I.E.L.D. agents...as well as a man that Fury had never seen. "Mr. Secretary?"

John Keller's expression was grave. "General, I think you may want to listen to what Mr. Banachek has to say." he said.

Fury's eye narrowed. Somehow, he _knew_ that he wasn't going to like this.

He _hated_ being right.

XXXXXXXX

_New York City_

"_Peter!! Peter, wake up!!_"

Slowly, an incredibly groggy Spider-Man opened his eyes; as he gazed upon Mary-Jane's beautiful face, the first thought that popped into his head was that he had gone to Heaven...

...and then the mind-numbing pain that started in his chest and radiated outwards told him otherwise.

"Ugh..." he groaned, standing up, his uniform tattered, as he remembered everything that happened...and a fresh burst of adrenaline blocked out the pain. "_MJ!!_" he exclaimed, quickly hugging her close to him. "Oh _God_, MJ, are you okay?!"

"I'm fine, Peter." Mary-Jane whimpered, returning the hug. "I _knew_ you'd come for me...I _knew_ it..." Her expression turned utterly terrified. "But we _have_ to warn my Mom!! They're going to..!!"

Suddenly, a nearby warehouse crumbled into rubble as the terror-inducing form of Megatron stomped through it, with the other Decepticons getting up. "_You have caused me an inordinate amount of trouble, insect; it will be my pleasure to eradicate you._" he snarled. His malevolent gaze then turned to MJ. "_And as for you, female, you have out-lived your usefulness._" With that, his arm morphed into a massive cannon, before he pointed it at them, a faint glow emanating from deep within the barrel, growing brighter and brighter, until it was nanoseconds away from firing...

"_I summon the benevolent Rings of Rangador!! Repel the evil one!!!_"

The incantation lanced through the air, taking form as it flew, forming several mystic rings around Spider-Man and Mary-Jane, creating a powerful barrier, repelling the deadly anti-matter blast; as the smoke cleared, everything in the immediate are had been utterly _annihilated_, but Spider-Man and MJ were untouched. As the barrier evaporated, Dr. Strange appeared out of nowhere, looking slightly winded. "My apologies, monster," he snapped, "but you won't be destroying _these_ two, today!"

Megatron snarled, as he readied another blast. "_You insects are beginning to __**annoy**__ me..!!_"

But he was cut off as a red-and-blue trailer-less 18-wheeler _slammed_ into him, sending him sprawling to the side, as the rest of the vehicle-mode Autobots, minus Elita, surrounded the Decepticons.

Optimus instantly transformed, his face-mask snapping over his mouth, as he drew his twin revolvers, the rest of his comrades transforming and drawing _their_ weapons. "_Megatron._"

Megatron's optics narrowed, as he stood up. "_**Prime.**_" he spat. "_I should have __**known**__ you and the rest of your Pit-damned Autobots would rescue these pitiful organics._"

"Spider-Man, get Mary-Jane out of here; Doctor, you cover them." Optimus instructed. His optics narrowed, matching his old enemy glare-for-glare. "The rest of you...you know what to do."

Megatron smiled evilly. "_It's been so long since we've last had a face-to-face, hasn't it, 'old friend'?_" he mocked. He turned to the rest of his forces, and uttered one command. "_Decepticons, ATTACK!!_"

And then, a fair approximation of all hell broke loose.

Roaring, Barricade charged at the withdrawing Spider-Man and Mary-Jane, but Sideswipe slammed into him, knocking him to the side, giving them time to escape. Sideswipe pressed the attack by opening fire at the Decepticon, but Barricade rolled to the side, evading the shots, before drawing his flails and slamming Sideswipe, utterly demolishing his defense-screen. Before Barricade could close on him, Jazz peppered him with bullets, expertly strafing around him, as every single shot hit its mark, not even _touching_ the nearby buildings. Utterly enraged, Barricade charged at Jazz, but the Autobot gunner leapt to a nearby wall, and leapt off again, somersaulting _over_ the charging Barricade, blasting him from above, before landing behind him; the endless barrage of shots knocked the 'Con off-balance, causing him to crash into an empty warehouse.

Shockwave had promptly assumed vehicle-mode, and gained altitude, trying to get a bead on the fleeing organics...but he was quickly blasted with high-powered rounds from a distance – Elita-One had linked with Optimus' trailer, and was providing covering fire. The blasts forced the Decepticon to drop altitude...right where Sunstreaker was waiting for him. Shots sprayed from his machine-gun, ripping into Shockwave's armor...until Scorponok, having just detached from Blackout, tackled into him, before diving under the ground, scurrying away towards his _real_ target. As Shockwave limped away, Blackout touched down, shedding his disguise, as he armed his rotor-blades, slashing at Sunstreaker, who just barely managed to duck under the slice...

...leaving the tiniest of scratch-marks along his right forearm-panel.

Sunstreaker saw _red._ "Why, you virus-infested, fragged-up, glitched-out son of a _Pit-spawn!! NOBODY touches my paint-job!!!_" he exploded, as he quickly switched modes on his weapon, cutting its effective range in _half_...but more than _quadrupling_ its rate of fire.

High-caliber bullets roared from the Autobot assault specialist's rifle, stopping Blackout's attack _cold_, forcing him to transform and fly off.

As the Autobots held the Decepticons back, Spider-Man and MJ hurried away on foot, as the good Doctor followed from the air, occasionally deflecting stray shots with his magic; Spider-Man didn't feel well enough to web-sling him and MJ to safety – he'd already been hurt, today, and Megatron throwing him through a few walls hadn't helped. As he took one step, Spider-Man almost fell, holding his side, suppressing a cry of pain. "_Peter!!_" MJ cried, rushing to his side. "Peter, are you okay?!"

Before Spider-Man could answer, electronic chattering filled the air, as Frenzy and Rumble emerged from a nearby alley, their red optics glaring at him and MJ balefully. Spider-Man suppressed a groan; he couldn't hold them off, not in this state...

"_I summon the caustic Rains of Rangador!! Sear my foes!!_"

At Dr. Strange's incantation, a torrent of corrosive energy streamed down on the two minis, who erupted in a cacophony of binary agony, as the Rains eroded their armor, before they ran off as fast as they could go.

Spider-Man chuckled wearily. "Thanks, Doc..."

Dr. Strange simply smiled...seconds before the ground shook, as Scorponok erupted from the earth, leaping towards them. Turning, Dr. Strange tried to ready a spell; it would be close..!

Suddenly, a blast of plasma-fire impacted the mini-Decepticon, knocking him to the side, screeching as he dove underground, as Bumblebee hurried up to them. "You guys okay?"

Spider-Man groaned. "_Peachy._"

MJ looked stricken. "'Bee, Peter's hurt!!"

Bumblebee's optics turned a paler shade of blue as he scanned Spider-Man...before they widened. "_Prime!!_ We've got a problem, here..!"

But the Autobot Scout was cut off as a high-powered sonic pulse sent him flying to the side, as Soundwave closed on them, raising his hands, as he powered up his sonic-pulse-cannon. "_Your time has come, organics._"

Once again, Spider-Man had to marvel at the effects of adrenaline; with a sudden burst of speed, he darted in front of the Decepticon Commander, firing two web-lines, snagging his two charging hands, before he leapt above Soundwave, twisting into a somersault and pulling the two lines together...forcing Soundwave's hands to _clap_ together.

Soundwave let out a cry of anguish as his own sonic-pulses blasted his hands apart, sending him stumbling as Spider-Man landed gracefully behind him. As the Decepticon Commander sagged, Bumblebee recovered, firing several plasma-blasts at Soundwave, driving him back, as he shifted into his Corvette-form, driving off.

And with his strength utterly _drained_, Spider-Man fell to the ground, his consciousness fading, as Mary-Jane cried his name, rushing to his side, followed by Doc Strange and 'Bee.

As the jet-form Starscream dove at him, Ironhide opened fire with his cannons; the shots grazed Starscream's hull as the former Air Commander transformed, tackling into Ironhide. "You should have stayed on Cybertron, old mech!" Starscream laughed. "You're fit for only the scrap-heap!"

His optics narrowing, Ironhide met Starscream's charge, and tossed him away. "Ah'll head to the recycling chamber when there ain't no more of you 'Cons left to _scrap!!_" he bellowed, before decking Starscream with a haymaker, followed by a full salvo from his cannons, driving Starscream back into the air.

As Optimus opened fire at Megatron with his revolvers, Megatron shifted into vehicle-mode, evading every shot as he circled, before diving straight at Optimus. Holstering his weapons, Optimus leapt at Megatron as he flew close, grabbing hold of his wings and holding on for dear spark; his added weight made Megatron lose control of his flight, spiraling down to the ground – an unpopulated area, thank Primus – and crashing.

Megatron quickly resumed robot-mode, as they circled each other, in a brief respite. "_So, Prime, you still protect these pathetic organics._" Megatron mocked, extending his wrist-flail. "_Fool! They are a weak, backwards species; they do not deserve to __**live!!**_" And he punctuated the sentence by snapping the flail towards him.

Optimus rolled to the side, dodging the attack and drawing his weapons as he came up. "They deserve to choose for _themselves_, Megatron!!" he snarled, opening fire.

Megatron laughed, as he leaned to the side, the rounds harmlessly grazing his shoulder-plate. "_And what __**have**__ they chosen, Prime? They fear and despise their own kind; they've killed more of each other in the past hundred of __**their**__ years than __**we**__ have of our kind in the past hundred __**voruns!**__ They poison the very thing that sustains them, and they react with hysteria against their own evolution!_" Megatron sliced at Optimus again, grazing Optimus' side as he dodged. Megatron smirked. "_They'll kill each other in due time, Optimus; we'd be doing both them and the universe as a whole a favor by eradicating them, now. They actually have a __**term**__ for such a thing: __**euthanasia.**__ I intend to put them out of their misery, __**and**__ mine._"

Optimus' optics narrowed. "_Over my spark-less body!!_" he thundered.

Megatron laughed. "_My sentiments __**exactly!!**_" he crowed, as a panel in his shoulder opened, revealing a missile-launcher; a salvo of missiles lanced from the launcher, shooting _past_ Optimus...

...and heading straight for Bumblebee, Spider-Man, Mary-Jane and Dr. Strange!!

Optimus' optics widened, as he turned and took aim. He _knew_ what Megatron would do, but it didn't matter. His guns blazed as he opened fire, shooting down every single missile.

"_You fight for the __**weak**__, Prime!!_" Megatron laughed, as he grabbed Optimus. "_**That**__ is why you always __**lose!!**_" And with that, he _threw_ Optimus into a nearby warehouse, which collapsed as Optimus crashed into it.

As Optimus recovered, he answered Elita's worried inquiry via their wireless link, assuring her he was fine...and explained his plan.

As Megatron sliced his flail at him, Optimus _caught_ it; the flail tore into his forearm-plating, but Optimus ignored it, holding on tight. "_You_ fight for _yourself_, Megatron!" he shot back. "_That_ is why _you_ never _win!!_"

At that, from her vantage-point, Elita opened fire on their position. Megatron's optics widened, as he tried to pull away...but Optimus held tight...and at the very last second, he popped out his wrist-blade, and sliced off Megatron's flail, before raising his defense-screen to full power.

The high-powered missile-strikes blasted into Megatron, sending him flying across the industrial sector, landing hard...before he got to his feet, retracting his severed, leaking flail, glaring at Optimus, who stood up, shutting off his taxed defense-screen. As Megatron morphed his arm into a cannon, Optimus combined his revolvers into a plasma-rifle, ready to finish this once and for _all..._

"_Prime!!!_ Web-Head's hurt bad!!!"

Bumblebee's exclamation made Optimus stop in his tracks. Megatron laughed. "_Well, Prime? Are you going to let your organic pawn go offline?_"

Optimus frowned behind his face-plate; if they tried to fall back, Megatron would pursue them...but if Spider-Man was as badly injured as Bumblebee had said, he needed a med-e-vac, _now..._

Suddenly, a high-powered thermal shell exploded right in front of them, sending _both_ mechs flying. "_WHAT?!!_" Megatron roared, as both he and Optimus looked up...and spotted the several dozen humanoid robots flying towards them. Optimus recognized their design...and did not like the implication of their presence.

_Sentinels._

Just then, several more thermal rounds impacted their battle-zone; apparently, these Sentinels had been equipped with sabot rounds, if Hound's report had been any indication...and judging from their accuracy, the Sentinels had judged them as collateral damage...but with the Sentinels distracting Megatron, they could safely pull out...and Peter might not have much time..!

"_Autobots! Fall back!!!_" Optimus ordered, as he shifted into vehicle-mode, and raced towards his comrades. "Sunstreaker, Ironhide, Elita: withdraw with suppressive fire! Jazz, you and Sideswipe pull out! Bumblebee: get Spider-Man, Mary-Jane, and Dr. Strange clear!"

Instantly, the Autobots began to pull back, as Bumblebee carefully picked up Spider-Man and MJ, before hurrying away, while Ironhide and Sunstreaker fired on the Decepticons, coupled with Elita's precision shots with Prime's trailer-platform. Once they were a safe distance, Optimus switched on his radio. "Prime calling _Aeon_: Priority One!!"

"_Aeon here, Fearless! You say it, we'll play it!_"

"This is _serious_, Blaster!!" Optimus snapped. "We need emergency e-vac; we are taking fire, and we have wounded!! Get us up there, and get Ratchet aboard _now!!_"

"_You just said the secret word, Chief! Three, two, one...GOODNIGHT, NEW YORK!!!_"

And with that, several beams of light engulfed the seven Autobots, Spider-Man, MJ, and Dr. Strange, 'porting them away.

XXXXXXXX

As he saw Prime and the Autobots 'port away, Megatron roared in pure _rage._ '_I was so close..!_'

"Megatron, we must retreat!" Starscream shouted. "These tin cans are equipped with thermal rounds!"

"_Retreat?! From __**these**__ insults to mech-kind?!_" Megatron sneered. "_And to think, I thought I had seen the limits of your cowardice._"

Starscream scowled at the shot, but Soundwave interrupted his retort. "_Your orders, my Lord?_"

Megatron scowled at the robotic _toys_ up in the sky. "_Today we show the organics the __**price**__ of insulting us._" he snarled. "_Soundwave?_"

"_Yes, my Lord._" Soundwave replied, as he armed his machine-gun, taking up a defensive position next to Megatron, covering him as he changed.

Megatron promptly assumed vehicle-mode...before he started to change _again_; his wings folded _inward_, becoming stabilizing struts as he touched down; his rear thrusters shifted, expanding outward, becoming charged, morphing into a loading-port; and his nose-cone retracted into his chassis, his gun-arms combining and expanding into a long cannon-barrel.

Fully morphed into cannon-mode, Megatron began to focus, activating his shielding program; it _always_ took considerable effort to use this mode...but it was worth it.

Instantly, a polarized, shielded sphere appeared in the loading-port, before a micro-singularity appeared within it...as the sphere began to fill with pure anti-matter, glowing a brilliant off-white...until the sphere was one-tenth full. The sphere then condensed into the port, which retracted into the cannon, as the anti-matter was forced through a highly polarized pathway, keeping it from interacting with Megatron's inner electronics, until it was forced into the cannon-barrel...where it blasted out of the cannon, blazing towards the Sentinels, shooting past them...and _detonating._

Instantly, a massive explosion of white light shook the air from hundreds of miles away, lighting up the night sky, blasting every single Sentinel into _nothingness_, as well as flattening the entire industrial area. As the shockwave cleared, Megatron smiled to himself.

He _loved_ the smell of burning slag in the morning.

Turning to go, Megatron paused as he saw a robotic head roll towards his feet; one of those _toys_ had survived the blast, and was still functioning..._barely_. Smiling to himself, Megatron picked it up...and got an idea.

It was time to send a _message_ to the organics.

XXXXXXXX

_Command Deck, Aeon, Autobot High-Speed Heavy Cruiser_

As the teleporter beam deposited them on the Autobot-sized Command Deck of the _Aeon_, Optimus turned to see the other two Autobots on bridge-duty, Powerglide – a fairly tall, red-and-silver mech with a silver face-plate, blue optics and red wings extending from his back – and Skyfire – a tall white-armored mech, with a blue visor and white jet-wings on his back – hurry up to them, with Powerglide carrying a mini repair-kit.. "Blaster just informed us of the situation, sir." Powerglide said. "Who's hit?"

"None of us." Optimus answered, as he transformed, gesturing to Spider-Man in Bumblebee's hand.

Skyfire's optics widened. "Primus..."

Just then, Ratchet 'ported onto the Command Deck. "I'm here." he said, walking over. "What's the..?" But he stopped as he saw Spider-Man, automatically doing a medical scan...

"_He's crashing!!_" Ratchet shouted, automatically shifting into vehicle-mode, his back doors opening. "Get him in here, _now!!_"

As Bumblebee quickly lowered Spider-Man into Ratchet's mini med-bay, Dr. Strange quickly strapped him in. "I'm a physician; I can assist." he said.

"All right; you're with me. The _rest_ of you, out of the way!!" Ratchet snapped, as his doors closed shut, before his siren sounded, as he raced off, down the hallway towards the medical bay.

Optimus quickly switched on his link to the ship's PA system. "This is Prime to any and all on-board personnel! We have a Class-One Medical Emergency: clear any and all corridors to the med-bay! Repeat: clear _all_ corridors to the med-bay; we have wounded coming through!!"

Sunstreaker's expression turned worried, as his tone turned surprisingly soft. "Hey...the...the little guy's gonna be okay, right?"

Mary-Jane started to sniffle. Optimus noticed her reaction. "Sunstreaker..." he warned.

"Pete's tough." Bumblebee said.

"Plus, Ratch's the best; he's put _tons_ of guys back together, mech, organic, and everything in-between." Jazz agreed. "With that Doc Strange as a consult, Peter'll be online in _no_ time!"

Mary-Jane's sniffling grew in frequency, and Optimus frowned at their casual tone in front of her. "_Jazz..._"

Sideswipe chuckled grimly. "But I gotta feel sorry for the guy; he's gonna have Ratchet the Hatchet as his physician; Primus help him!"

"_Autobots!! IDLE it!!!_" Optimus barked...but it was too late.

"_Oh my God, it's all my fault!!_" Mary-Jane wailed, bursting into tears. "I-I should've been paying more attention and kept Roller with me a-and Rumble, Frenzy and Ravage were after _me_, today, and Peter tried to stop them and this whole thing started because of _m-my_ stupid pair of glasses and I never got to tell him how much I loved him a-and...and..._oh my God he's gonna DIE!!!_"

As Mary-Jane broke down, Optimus glared at the other Autobots, while Elita-One uncoupled from the trailer, transforming and walking over to Mary-Jane, kneeling down to her. "Sshh..." she soothed, "...it'll be okay, sweetheart; Ratchet is going to do _everything_ he can to help Peter...but Peter needs _all_ of us to be strong for him, okay?"

Mary-Jane's sniffles started to subside. "O-Okay..." she whimpered...and then she gasped. "O-Oh my God!! Megatron sent that Ravage to my house to find the glasses!! If Megatron sends word to him, he'll..!!"

Optimus' optics narrowed as he instantly understood. "Blaster!" he spoke into his link to the PA. "Have you detected any transmissions from Megatron in the past hour?"

"_That's a big N-O, Big O!_"

"I want a Level Ten jamming-field up and running five nano-cycles ago! Jam any and all known Decepticon frequencies, and then some we _don't_ know! I don't want Megatron to be able to so much as order a _lube-change!!_" Optimus ordered.

"_You got it, Chief! One Dome of Silence, coming up!_"

Optimus let out a sigh of relief...until Ratchet's voice came in over the PA. "_Ratchet to Prime. You may want to come to the med-bay._"

At that announcement, Mary-Jane suppressed a sob. "He'll be okay, MJ." Bumblebee whispered. "Come on, let's go." With that, he lifted her up onto his shoulder, as Optimus and the other Autobots headed to the med-bay.

Within a few minutes, Optimus and the others emerged into the observation deck overlooking the med-bay. As they stood in front of the window, Optimus saw Mary-Jane peer down at the med-bay from Bumblebee's shoulder...where she saw Ratchet standing over a huge operating table, with Dr. Strange, enshrouded in a glowing aura, hovering next to him, helping him set up several complex surgical tools...and there, strapped to the middle, on a smaller table jutting up from the center, was Peter, his uniform-shirt and mask removed, his torso horribly bruised and discolored, his eyes closed tight.

Looking up, Ratchet saw them. "_He's past the worst of it._" he reported through the PA. "_He'll be fine._"

"_He was shocking when he got him here; a lot of internal bleeding, as well as a fractured rib._" Dr. Strange added. "_But we managed to stabilize him, and drain off the blood pooling in his chest cavity; it should be safe to operate now; get that rib back in alignment._"

Mary-Jane suppressed a sob. "Will...will he..?"

Ratchet chuckled. "_He'll be fine, Miss Watson. This med-bay has been sterilized; wouldn't do to undergo surgery in a contaminated environment, not when organic beings are susceptible to infection. Plus, the Doctor is wearing a bio-filter field; no cross-contamination, here._" he said. Then, he frowned, as he looked to Prime. "_Optimus, I __**warned**__ you that this might happen..!_"

Optimus sighed. "I know, old friend; I know."

Mary-Jane smiled weakly. "Can...can I talk to him..?"

Ratchet shook his head. "_I'm afraid not, Miss Watson; we're just about to put him under..._"

"_M...J...?_"

Mary-Jane's smile grew, as she pressed her hands against the glass, Bumblebee moving closer, as Peter's eyes opened a crack. "Hi, Tiger!" she cooed.

Peter smiled weakly. "_...you...okay..?_"

Mary-Jane sniffled, shedding a tear of joy. "I am _now._"

Peter breathed a relieved sigh...before wincing. "_Take it easy, son._" Ratchet said. "_We have to get you fixed up; you took quite a pounding._"

Peter groaned. "_**you**__...try...against Megatron..._"

Sideswipe laughed. "You went up against _Megs??_" he exclaimed. "And here I thought _Sunny_ was glitched!"

"Hey, how you feelin', Pete?" Bumblebee laughed.

"_...not so loud, 'Bee..._"

Ironhide chuckled. "He's fahne."

Peter groaned. "_...what...now..?_"

Ratchet frowned. "_**Now**__ you sit your aft back and let me do my job._"

Peter frowned. "_No...have to..._"

"_Son, in this med-bay, __**I**__ give the orders, and I'm ordering you to lie down; you're in no condition to do anything._"

Sunstreaker smirked. "I'd listen if I were you, shorty. If Ratch so much as does a _surface-scan_ on you, your aft is his until he clears you...and he _hates_ it when you argue with him."

"_...Optimus..._"

"It's okay, Peter." Optimus replied. "You've done your part, and more; leave things to _us_, for now."

Elita nodded. "Right now, you have to get _better._"

Peter closed his eyes. "_Okay..._"

"Peter?" Mary-Jane called. She smiled. "I love you."

Peter softly smiled. "_...love...you...too..._" With that, Ratchet administered the anaesthetic.

Dr. Strange turned to Ratchet. "_Shall we, Doctor?_"

Ratchet nodded. "_Let's get to work, Doctor._"

As the two physicians began to prep for surgery, Optimus, and the others left the observation deck; as they emerged, a tall, red, yellow and silver mech, with a blue visor resembling sunglasses hurried up to them. "Yo, Big O, we got us a situation, here! Megs just put the word out all over the planet!"

Optimus' optics narrowed. "Blaster, I wanted that jamming field raised..!"

"It's _up_, Chief! Megs jacked an _Earth_ signal!" Blaster exclaimed.

"Oh, no..." Mary-Jane gasped.

Blaster noticed her distress. "Hey, be cool, little lady; Megs didn't put the hit on your old lady."

Elita's optics narrowed warily. "What did he say?"

Blaster gulped. "Maybe you guys oughtta see for yourselves..." he said, as he tapped a button on a computer terminal in the wall – easily the size of a movie-screen, compared to Mary-Jane.

The screen instantly showed Megatron's fearsome visage; he had used a Sentinel's processor to broadcast all over the Earth. "_Organics of planet Earth,_" he thundered, "_listen well! I am Megatron, leader of the Decepticons, and I am here to tell you that your existence, as you know it, has __**ended!**__ We have come to your planet to claim what always should have been ours!_" His expression grew angrier, as he held up a component of a destroyed Sentinel. "_Your leaders thought that their __**toys**__ could stop us._" he sneered. "_Frankly, I am __**insulted.**__ Your toys cannot stop us. Your so-called 'heroes' cannot stop us. __**Nothing**__ can stop us. I suggest that, whatever primitive deities your pathetic kind recognize, you begin praying to them for mercy...for you shall receive __**none**__ from __**us!!**_" With that, the transmission ended.

No-one spoke for a few seconds after that. "Oh, _scrap._" Bumblebee muttered.

"As if things weren't slagged enough," Sunstreaker added, "now Megs had to start a panic."

"We have no time to waste." Optimus said. "Mary-Jane, we need those glasses as soon as possible."

"They _have_ to be here, by now." Mary-Jane said. "My Mom should have picked them up...but if that Ravage is there..!"

"Let _us_ worry about him." Optimus assured her. His tone turned grave. "Mary-Jane, now that Peter is, for the moment, incapacitated, we will need your help."

Mary-Jane took a deep breath; she understood what Optimus was saying. Peter had done his part – and _then_ some – and now it was _her_ turn. Her eyes narrowed in determination.

"What do you want me to do?"

XXXXXXXX

_Coming Soon:_

_With our favorite wall-crawler momentarily out of commission, MJ has to step up to the plate._

_Can Spider-Man recover in time to help her?_

_Will the Autobots finally discover the secret location of the AllSpark?_

_What are the secrets of Sector Seven?_

_Find out in "Skeletons in the Closet," coming to your computer soon…_


	8. Skeletons in the Closet

CHAPTER SEVEN: SKELETONS IN THE CLOSET

_"For the longest time, I've known Peter was keeping things from me, even before I knew he was Spider-Man. He would always lock himself in his lab downstairs, and he would always sneak out...to what I'd assumed was 'quality time' with MJ. It hurt, sometimes, but I could never begrudge him a few little white-lies, after all he's gone through – after all we've __**both**__ been through. To be honest, I'm ashamed of myself for not realizing the truth sooner; what kind of parent would I be if I didn't reassure my child every time he was in pain? Thankfully, we managed to come to an understanding...and then, this whole thing happened. All I can hope is that Peter comes through it; Heaven knows how many lives those monsters have taken...I couldn't bear it if they took my boy, too..." – May Parker._

_Parker residence, Queens, New York, November 13, 2007_

As the dark of night fell over the neighborhood, May sat in her usual chair in the living room, sipping her evening tea, as she always did...while her mind raced, fraught with worry.

It had been hours since she'd heard from Peter.

Part of May _knew_ that Peter was just fine, that he was just out being Spider-Man – which was a worry in itself – but she couldn't help but worry about her boy...

Suddenly, the soft rumble of an engine – of a _Camaro's_ engine – interrupted her thoughts. Suppressing a relieved gasp, May hurried into the garage to see the classic Camaro pull up...but without Peter.

"Evening, Mrs. P."

May fought back tears of fear as she saw the empty car. "Where's Peter?" she asked.

Bumblebee paused for a few seconds. "Pete's fine, ma'am." he answered. "There was just...a little incident."

May felt her eyes start to sting. "What happened?" she demanded. "Where's my boy?!"

Bumblebee sighed. "Mrs. Parker...Peter...got a little hurt." he said. "But don't worry; Ratch is operating on him, right now, and he says..."

"_Operating?!_" May cried. "What _happened?!_ How did this happen to him?!"

May could practically _feel_ Bumblebee's tone as he spoke. "_Megatron._"

May nearly fainted, and had to grab the wall for support. "_Megatron?!_" she cried. "That...that _monster_ hurt Peter?! H-How could..?!"

"_May._" Bumblebee said firmly, shaking her out of her borderline-hysteria. "What's important now is that we got Peter to safety and we got him _treated_; the second we saw Pete fall, Prime ordered us to grab him and _run._ I won't lie to you; it was pretty bad, but we got him out in time – Ratchet is operating on him, even as we speak, and he's _sure_ that Peter will recover fully." He softly chuckled. "From what I've seen, Pete won't quit on us yet, and Ratch's too Cog-damned _stubborn_ to let _any_ patient go off-line in _his_ med-bay."

May manage to chuckle weakly, before she steadied her breath. "How bad was it?"

Bumblebee sighed. "He fractured a couple of his torso structural struts...I mean, a couple of his _ribs_...and there was some internal bleeding." he said. "But, like I said, Ratchet's fixing him right up." His tone turned haunted. "Compared to some of the others who've gone up against Megs, Peter was _very, very_ lucky."

May froze at that statement, as she remembered who she was talking to; the Autobots had been fighting against Megatron and the Decepticons for _millions_ of years. Their losses against the Decepticons must have been _unimaginable..._

"Does it ever get easier?" May whispered. "All of this; dealing with the fact that...that Peter might not come back, one night...watching him in pain...does it ever get easier?"

Bumblebee sighed, his voice reflecting all the years of war; the horrible fighting, the countless friends he'd seen fall. "_Primus_, Mrs. Parker," he whispered, "I sure _hope_ not." He steadied his voice. "Right now, ma'am, I have to get going; Prime and a couple of us are watching Mary-Jane's aft as she gets those glasses for us; without them, all this would have been for _nothing._"

May nodded in reluctant understanding. "I...I understand. You'd best get going." she agreed. "But..._please_...look after Peter."

"I will, Mrs. Parker. I promise." Bumblebee said. "We'll get him home." With that, he backed out of the garage, and drove off, as May headed back into the house.

No matter what anyone said, she couldn't help but worry.

XXXXXXXX

_Baxter Building_

In his laboratory in the Baxter Building, Reed Richards pored over the remains of one of the robotic drones that had attacked them, along with the rest of his team...though Sue was more interested in the scientific implications than her brother and Ben. After the Autobots had left – Sideswipe and Sunstreaker leaving to assist Optimus Prime, and Hound helping the injured Prowl get back to the Autobot base – Reed had promptly gathered up one of the wrecked drones, and put it under an electron microscope.

"Wow, this thing looks quite advanced." Sue commented. "Take a look at this armor; it appears to be some type of ablative, self-regenerating material..."

"...similar to what the Transformers have." Reed finished. "This type of armor plating can reseal itself, given time; a hard enough hit, or extremely high temperatures should be able to pierce it, and damage the electronics underneath."

"No _wonder_ those Decepti-chumps are so dang hard to clobber." Ben said.

Continuing his examination, Reed's eyes narrowed. "Sue," he said softly, "take a look at this thing's power-generator."

Sue obliged...and her eyes widened. "Is...is that..?"

"A TX-75-Class Generator." Reed confirmed.

"Uh, guys? In _English_, please?" Johnny said.

"The TX-75 is a unique class of generator..." Reed said, "...developed by Van Damme Industries."

Ben's eyes went wide. "Holy mother of..." he said, "...Stretch...are you sayin' that this thing is a hopped-up _Doombot??_"

"That's _exactly_ what he's saying." Sue agreed. "With the exception of a few adjustments, this thing's internal circuitry is _identical_ to a Doombot's."

"So how did _Doom_ get a hold of Transformer tech?" Johnny asked.

Reed frowned. "Someone _gave_ it to him."

"Well, _who?_" Johnny asked. The others just looked at him...and he understood. "_Oh._"

"_Jeez laweez..._" Ben muttered, "...Doom on his own is bad enough...but Doom and _Megatron?_"

"We _have_ to notify General Fury." Reed said. "If Doom is assisting the Decepticons, we have to..!"

"Dr. Richards?"

Turning, Reed saw several men in black suits walk into the lab. "Who are you?" Reed demanded.

The strangers promptly flipped out badges. "Sector Seven, sir. We need the four of you to come with us."

"Never heard of it." Ben grumbled.

"We are in the middle of a crisis, here," Sue snapped, "so unless you want to deal with General Fury..!"

"Doctor, we're here _because_ of General Fury." one stranger said, as he took out a document, and handed it to Reed.

Reed quickly scanned the document...and frowned. "Regardless, we have to fully document this drone; it is of paramount importance to this situation."

"Understood, sir; you have thirty minutes."

"_Yeesh._ Nice guys." Johnny muttered.

"Reed, what's going on?" Sue asked. Reed simply handed the file to her, and Sue read it...and her eyes went wide.

"We have a lot of work to do," Reed said, "so we'd better get to it." With that, he and Sue quickly got to work, continuing the analysis of the drone.

"What? What's going on??" Johnny exclaimed.

"Beats me," Ben said, "but if it's got Stretch and Susie worried, it's sure got _me_ spooked..."

XXXXXXXX

_Triskelion_

"General, you want us to do _WHAT?!_"

In his office at the Triskelion, Nick Fury was briefing the Ultimates on what he'd found out from Banachek...as well as giving them further instructions. "You heard me, Captain."

"Are you out of your _MIND?!_" Quicksilver cried. "Don't you remember what it _took_ to get Banner into custody?! And now you want to let him _out?!_"

"We don't have much of a _choice_, Lensherr." Fury said. "It took all of you _plus_ the Dinobots to take down the Constructicons, and you only got the better of Devastator because you _outsmarted_ him. We need _every_ edge we can get..._including_ the Hulk."

"We're not disputing that the Hulk is powerful, General," Wasp said, "but what happens when he gets out-of-hand?"

"We've devised a little fail-safe mechanism for Banner, in the event that his 'better half' starts to lose control." Fury said.

Giant Man groaned. "I _knew_ I should've stayed in prison..."

Cap half-glared at his teammate, before turning back to Fury. "I can't say we're happy about this, General," he said, "but under the circumstances, I can see that we don't have many other options."

"Good." Fury said. "I'll be proceeding to the facility; once you have Banner, all of you are to follow me; given what Banachek's told Keller and I, it's only a matter of time before the Decepticons try something."

"Understood, sir." Cap agreed. With that, Fury headed out of his office, heading for the chopper bay; the SecDef was already en route to the facility, and he would follow, after he made one quick stop.

As he walked, Fury sighed to himself. '_Dammit, how did things get __**this**__ screwed-up..?_'

XXXXXXXX

_Xavier Institute, Westchester_

Far beneath the ruins of the Institute, in the metal corridors of the subterranean levels, Scott Summers, still in uniform, stepped into his temporary room, built for just such an emergency. '_Yet another thing that the Professor was prepared for...although it likely wasn't to prepare for __**giant robots.**_' he thought.

As night had begun to fall, Scott had instructed everyone – X-Men and students alike – to head to the emergency bunks in the lower levels of the Institute. They had all had enough excitement for one day; they could begin the repairs of their home, tomorrow...

'_Scott?_' came Jean's telepathic voice. '_I'm sensing that we have visitors, up above..._'

Scott sighed to himself; it was _never_ easy. '_Notify the rest of the team; have them meet up top._' he answered. With that, he turned, and left his room, heading for the elevator.

After meeting the rest of the X-Men on the way, Scott and the others promptly took the elevator to the ground level...where two men in black suits were waiting for them. Wolverine scowled. "I don't like this." he muttered.

"You and me _both._" Kitty agreed.

"Scott Summers?" one asked, flipping out a badge. "Sector Seven."

"Never heard of ya." Bobby said.

"Never will."

At that, Bobby just laughed...but stopped, as he saw that the two strangers weren't laughing.

Ororo frowned. "What's going on?" she asked.

"We're here on behalf of General Fury, ma'am." the other said. "We'd like you to come with us."

Scott's eyes narrowed. "And if we don't?"

The man's expression didn't change. "Then the entire planet is in big trouble."

Jean looked worried. "What's going on?"

"We're not at liberty to discuss that, Miss Grey."

Kitty sighed. "It has to do with the Decepticons, doesn't it?"

"We're not..."

"...at liberty to discuss that. We get it." Scott groaned. He looked to the others, whose expressions mirrored his own.

Scott sighed to himself. '_It's __**never**__ easy, is it?_'

Despite the seriousness of the situation, Scott had to smile as Jean answered: '_No, Slim, it never is._'

XXXXXXXX

_Watson residence, Queens_

As she knocked on the door of her house, Mary-Jane braced herself; within seconds, the door opened...

"_MARY-JANE!!_"

Mary-Jane smiled weakly as her mom hugged her. "Hi, Mom..."

"Where _were_ you, young lady?!" Marian Watson cried. "I told you to come straight _home_ after school!"

"I...I _did_, Mom." Mary-Jane replied. "I came home, like you said...and..." '_Okay, think fast, Watson..._' "...and I noticed we were out of milk, so I caught the bus to the store to get some, but I met up with Liz, and I got sidetracked, and I lost track of time..."

Marian's brown eyes started to get misty. "I heard on the news that...that those _machines_ attacked your school." she sniffed. "I was _worried sick..._"

Mary-Jane felt _immensely_ guilty. "I didn't mean to scare you, Mom..." she whispered. "I'm sorry..."

Slowly, Marian smiled. "Well, the important thing is that you're _okay._" she said. "Now, let's just get you inside..."

Suddenly, there was a faint _THUD_ to the side of their house. Marian's eyes went wide. "What on Earth..?"

"Oh, uh, that's probably just the Wilkinsons' TV you're hearing, Mom!" Mary-Jane said. '_**God**__, guys, could you just be a __**little**__ careful?_' she thought. "I think they've got a new stereo system; I heard it as I was coming home!"

Marian sighed. "_Honestly!_ You'd think they'd have _enough_ gadgets!" she muttered. "Anyway, honey, why don't I fix us both some hot chocolate..?"

"Uh, in a minute, Mom; I was just...going to take out the garbage, okay?" Mary-Jane asked.

Marian arched an eyebrow. "You've never done that, before..."

Uh-oh. Her Mom knew something was up. Mary-Jane racked her brain, her thought process accelerating as she saw the massive robotic silhouettes in the shadows a few meters away, out of sight. "Well, after I worried you so much, it's the _least_ I could do!" she laughed. Then, she paused. "But, Mom, did Great-Grandpa Leopold's glasses come in the mail, today?"

"Why, yes, honey; I left them up in your room." Marian answered. "Anyway, don't stay out here, too long; it's getting cold!"

"I won't, Mom!" Mary-Jane answered, letting out a relieved sigh as her Mom headed inside...which turned into a stifled cry of surprise as the massive forms of Optimus, Bumblebee, Ironhide, Sideswipe and Sunstreaker stepped over their fence, walking into their front yard...and walking dangerously close to her Mom's lawn ornaments. "_Guys!!_ Be _careful!!_" she whispered.

Optimus' expression turned grave. "Mary-Jane, it is _imperative_ that we retrieve the message etched on the glasses." he said. "We do not have much time."

"_Yes_, Optimus; I _know_ it's important," Mary-Jane answered, "but if you guys make too much noise, my Mom will – _oh my God, Sideswipe, don't step on my Mom's flowers!!_"

Mary-Jane's cry froze Sideswipe to the spot...where he'd just been about to put his foot down on a well-tended flower-bed. "_What?_ You're fritzing about a bunch of colored _weeds?_"

Sunstreaker shook his head. "_Primus_, are _all_ human femmes this high-strung?"

"_Mute_ it, 'Streaker." Bumblebee snapped.

"Kiss my aft, 'Bee."

"_Both_ of ya idle it!" Ironhide quietly snapped. "The little lady _told_ us to mute it, so that's _exactly_ what we're gonna..!"

_CRUNCH!_

Ironhide's expression turned embarrassed. "_Oops._"

"_Ironhide!!_" Mary-Jane wailed. "That was my Mom's favorite birdbath!!"

Slowly, Ironhide lifted his foot...exposing the crushed stone remnants of said birdbath. "Aw, Cog-dammit..."

Sunstreaker smirked. "Smooth move, 'Hide."

"All of you, _idle_ it!!" Optimus ordered. "The louder your speakers run, the more likely we'll alert Ravage to our presence, and the more we'll endanger Mary-Jane and her mother!" His expression hardened. "Autobots: _Recon;_ we'll do a full sweep of this area, but keep your optics half-locked on the residence, in case Ravage is inside." To Mary-Jane, he added, "Exercise _caution_, Mary-Jane; keep your eyes open – if you see _anything_ in your house moving when it's not supposed to, or if something _has_ moved, I want you and your mother to _get out_ as fast as you can." To the other Autobots, he finished, "The rest of you, stay sharp, keep your optics on, keep your audio-processors _off_ unless you have something to report, and, for Primus' sake, don't _step_ on anything, and that's an _order!_" With that, the Autobots began to discreetly circle the area, as Mary-Jane headed into her house.

As she stepped inside, Mary-Jane saw that her Mom was in the living room, doing the newspaper's daily crossword puzzle as she watched TV; hopefully, she could get in, grab the glasses, and get them to the Autobots without her Mom noticing. Quietly, she slipped upstairs, heading towards her room...and slowed considerably as she passed by the radio in the hallway.

_Anything_ she saw – any unassuming electronic gadget – could be a deadly Decepticon in disguise. It was an unnerving notion...

Fortunately, none of the gizmos in the hallway attacked her, and she reached her room safely. Closing the door behind her, Mary-Jane began to search her room. She checked her dresser; _nada._ She looked to her bedside table; likewise, nothing. '_Mom, where'd you put them..?_'

Suddenly, a massive shadow filled her window, causing Mary-Jane to gasp, as she quickly opened it. "There's no sign of Ravage." Optimus said. "Have you found the glasses?"

"_No_, now _hide!!_" Mary-Jane cried. "If my Mom sees you guys, she'll _freak!!_"

Optimus frowned worriedly. "Please, _hurry!_" he insisted.

"I _will!_" Mary-Jane whispered. "But I can't concentrate with you guys stomping around so close to my house; my Mom will _see_ you!!"

Optimus sighed...and then turned to his comrades. "Autobots: fall back." he ordered. "Withdraw to a safe distance, but keep your optics locked on the house; there's no telling what Ravage might try, even _without_ Megatron's orders."

Nodding in agreement, the other Autobots started to quietly withdraw...but as he started to leave, Sideswipe started walking towards a high-voltage power-line, not even noticing it...

_CRACKLE-ZAP!!!!_

The line crackled and surged as Sideswipe's head bumped into it; the Autobot assault specialist let out an electronic wail, toppling to the ground with a loud _THUD_...seconds before the power went out.

Bumblebee groaned. "Way to go, dumb-aft!" he whispered.

"_WOW!!_ That was _TINGLY!!_" Sideswipe exclaimed. "Hey, Sunny! Bump your head against one of those things! It's _really fun!!_"

Sunstreaker snorted. "Oh, yeah, 'Swipe. A _real_ laugh."

Optimus put his hand to his head. "Merciful _Primus_, I can't take those two _anywhere..._"

Mary-Jane suppressed a cry of dismay. "Are you guys _trying_ to get me grounded?!"

Just then, Mary-Jane heard a knock at her bedroom door. "MJ? Are you okay in there?"

Mary-Jane went pale. "_It's my Mom!!_" she whispered. "_Hide!!_"

Just then, before Optimus could respond, Marian opened the door, and stepped in. "Mary-Jane?" she asked warily. "Is everything okay, sweetheart? I thought I heard voices..."

Mary-Jane smiled sheepishly. "V-Voices, Mom?" she asked. "What do you mean?"

Marian smiled wryly. "Was that Peter Parker in here?" she asked. "Now, he's a nice boy, I admit, but that doesn't mean I want any hanky-panky in my house..."

"_EEEWW!!_" Mary-Jane cried. "_God_, Mom, I _told_ you before; Peter and I aren't doing that! Plus, he's not even _here!_"

By then, Marian had stepped further into her room, and was looking around. "I was _sure_ I'd heard voices..." she said...as she headed towards the window.

Mary-Jane gulped. "Well, Mom, as you can see, there's nobody else here," she said, "so why don't you..?"

Too late.

As she stepped to the window, Marian's eyes narrowed. "What is _this?_"

Mary-Jane looked stricken. "M-Mom, I can explain..!"

"What's to explain?" Marian answered. "People should _know_ that they can't block both sides of the street!"

Mary-Jane blinked. "What?" she asked, looking out he window...and spotting an 18-wheeler, a Topkick, and the Camaro parked on one side of the road, and two Lamborghinis on the other.

"Oh, and someone smashed my birdbath!" Marian cried. "What is this city _coming_ to?!" She sighed. "I'll have to fill out a report in the morning."

Mary-Jane smiled guiltily. "Sorry, Mom."

Marian smiled. "So am I, honey." she said. "I just want you to be safe."

Mary-Jane chuckled. "Okay." she said. "But...are you _sure_ you left the glasses up here..?"

"_Oh!_ Now that you mention it, I still have them in my purse, downstairs!" Marian said. "Sorry, honey."

"No problem, Mom." Mary-Jane answered. With that, Marian headed out of her daughter's room, leaving Mary-Jane alone.

As her mother left, Mary-Jane looked to the five suspiciously-parked vehicles. "_Guys!!_" she whispered. "_That_ is _not_ 'hiding'!!"

Quietly, the five Autobots resumed their robotic forms. "We _must_ have the glasses!" Optimus insisted.

"I know where they are, now!" Mary-Jane exclaimed. "I'll go get them, but _please_ stay quiet! _Please?_" With that, she hurried out of her room, heading downstairs...

"MJ, _wait!_" Bumblebee whispered, as his scanners started to pick up a slowly-growing signal...from _within_ the house...

As she darted down the stairs, Mary-Jane caught sight of her Mom's purse, right next to hers on the table; zipping over to it, she reached inside...

...and pulled out an old glasses-case. Opening it, she smiled as she found a pair of old, wire-framed spectacles. '_Finally!_' she mentally exclaimed. After all the trouble they had gone through...

But her train of thought came to a grounding halt...as a metallic snarl echoed from inside her purse. Slowly, Mary-Jane turned...to see a pair of glowing red eyes glaring at her from inside her purse..!

"Mom," Mary-Jane said softly, slowly backing away, "get out of the house."

"What?" Marian said.

"We have to get out of here." Mary-Jane repeated. "_Now._"

Marian frowned. "Honey..."

"_Mom..!_" Mary-Jane cried...but it was too late.

A louder electronic roar shook from her purse, as Ravage leapt out of it, his two halves instantly recombining as he transformed, sweeping a transcan beam over Mary-Jane, who pulled the glasses close to her. Marian screamed as the mini-mech raced away, knocking down the door and darting outside...where several voices echoed.

"'Swipe, shoot him!"

"He's under your feet, 'Bee!"

"Slaggit, Sunstreaker, get yer aft outta the way!"

"He's heading that way!"

"Sunstreaker, _after_ him!!"

At that order from Optimus, Mary-Jane hurried outside, in time to see Sunstreaker race off in vehicle-mode. "What happened?"

Ironhide scowled. "Damn little slagger got away." he grumbled.

Optimus' expression turned concerned. "Are you and your mother all right, Mary-Jane?"

"Yeah, we're fine," Mary-Jane said. "But...I think Ravage might have scanned the glasses...I tried to pull them away..."

"He might have gotten a partial scan." Bumblebee said.

"Plus, that little slagger can't broadcast, so he'll have to hook up with Soundwave." Sideswipe said. "We've still got a head-start on those..."

But he was cut off as Marian let out a blood-curdling scream from the doorway. "_There...there are alien robots in my front yard!!_" she shrieked.

Sideswipe groaned. "Aw, _scrap_...we're busted."

Quickly, Mary-Jane moved to her mother's side. "Mom, it's okay..."

"_They're here to kill us..!!_"

"Mom, _no!_ These are _Autobots!_ _Good_ robots!" Mary-Jane assured her. "They came here to _help_ us!"

As Marian began to calm down, Optimus slowly knelt down, his wise blue gaze meeting hers. "We are truly sorry that you and your daughter became involved in this, Mrs. Watson." he said softly.

Ironhide's expression turned a bit sheepish. "An' _Ah'm_ sorry 'bout yer lawn-ornament; gonna have to watch where Ah step."

Mary-Jane looked to her mother. "Mom, you know that old family legend about Great-Grandpa Leopold?"

"W-Why, yes," Marian stammered, "he was supposed to have seen a...giant...metal...man..."

Optimus nodded. "We have reason to believe that your ancestor encountered one of our people, Mrs. Watson." he said. "Those glasses may hold the key to locating him." He simply held out his hand. "_Please_...may we borrow them?" he asked earnestly.

Marian looked stricken...before she calmed, nodding. "All...all right."

Smiling with relief, Mary-Jane handed the spectacles to Optimus, who grasped them carefully between his metal fingers, before sweeping a transcan beam from his eyes over the glass, illuminating tiny glyphs etched into it.

When the scan was complete, Optimus smiled, and handed the glasses back to Mary-Jane, before standing up. "Access secure comms frequency." he said to himself, as an antenna on his helmet extended. "Attention all Autobots; this is Prime. We have the locator code; prepare to upload and install to your nav systems!" With that, Prime's optics dimmed, as did those of the other Autobots, as Optimus sent the code to them, as well as every Autobot on Earth...

...and then, their optics flared to life again. Smiling, Optimus projected a holographic map of the Earth from his optics...which showed a single, blinking blue dot on the American continent. Bumblebee laughed. "There he is!"

"It's Alpha, alright!" Ironhide guffawed.

"To the Autobots closest to the beacon; disengage and converge on Alpha Trion's location! Prime out!" Optimus ordered, as his antenna retracted. "Hang on, old friend...we're coming for you..."

But he was cut off, as several black helicopters zoomed overhead, touching down around them, as numerous black-clad soldiers fanned out...before Nick Fury stepped out.

"Aw, slaggit, not _these_ guys again..." Bumblebee muttered.

As Sideswipe bristled, starting to draw his weapon, Optimus stopped him with a wave. "Stand down, Sideswipe." he ordered. His eyes narrowed as he looked at Fury. "What do you want, General?"

"We've just made a few interesting discoveries, Prime," Fury said, "and something tells me that you guys have, as well."

"There a point?" Ironhide rumbled.

"I think there's a few things that you might be interested in seeing." Fury said. "I suggest you come with us."

"And if we _don't?_" Sideswipe snapped.

Fury shrugged. "Your call," he answered, "but I don't think this is something you want to miss."

Optimus' optics narrowed warily. "We'll go."

"Prime, we should be searching for Alpha..." Bumblebee protested.

"We have his location, Bumblebee; the others can make contact with him." Optimus answered. "If this intel could help repel the Decepticons, we _must_ not waste it."

"Prahm's right." Ironhide agreed. "Ah ain't fussy 'bout these guys, but the 'Cons are the _real_ problem."

"Good." Fury said. "We'll send you the coordinates." As he turned towards the chopper, he added, "Oh, and Miss Watson? _You_ might want to tag along."

As the soldiers moved to escort her, Mary-Jane automatically flinched. Marian's eyes narrowed. "You goons keep away from my daughter..!"

"That won't be necessary, General." Optimus said firmly. "If Miss Watson wishes to go, _we'll_ take the responsibility."

Fury nodded. "Fine, then." he agreed. "You should have the coordinates, by now. Don't be late." With that, he got into the lead helicopter, as the soldiers followed him, before the choppers flew off.

Just then, the Autobots all received new coordinates via their wireless links. "Hey...isn't that..?" Bumblebee asked, his optics widening.

"It is." Optimus confirmed, as he switched on his radio. "Prime calling _Aeon_: belay my last order. _We'll_ converge on Alpha's location. Prime out."

"Mary-Jane," Marian asked, "what's going on?"

Mary-Jane looked stricken. "Mom, I have to go with them."

Marian's eyes widened, as she shook her head. "_Absolutely not!!_"

"Mom, it's _important!_" Mary-Jane persisted. "If I can help the Autobots stop the Decepticons..!"

"_No._" Marian said. "I won't let you get hurt fighting those _monsters..!_"

"Mom," Mary-Jane said softly, "if Megatron gets what he came for...we're _all_ dead." Her eyes narrowed. "I'm _going._"

Marian looked stricken...and then nodded, hugging her. "_Please_," she pleaded tearfully, "be _careful._"

MJ smiled, and returned the hug. "I will, Mom." she promised.

Ironhide chuckled. "Don't you worry none, ma'am; we'll look after the li'l lady."

Mary-Jane laughed. "I think that's what my Mom's _afraid_ of, 'Hide!" she teased.

Sideswipe laughed. "Oh, yeah; she'll fit right in!"

"You'll ride with Bumblebee, Mary-Jane; be sure to stick close to him – we don't know what the Decepticons might try." Optimus instructed. Turning to the rest of the Autobots, he finished, "Autobots: roll out!" With that, he and the Autobots promptly assumed vehicle-mode. After giving her Mom one wave good-bye, Mary-Jane hopped in the Camaro, as all four vehicles drove off.

"You _sure_ you're up for this, MJ?" Bumblebee asked. "It's not too late to..."

"I'm _going_, 'Bee." MJ said firmly. "Peter got hurt because of me; I'm _not_ going to let that be for nothing."

"Okay." Bumblebee said. "Like Optimus said, just stick close, if the 'Cons show up."

"Got it." Mary-Jane agreed, looking out the window as they drove, her thoughts turning to her boyfriend.

She hoped he was okay...

XXXXXXXX

After eluding the Autobot, Ravage activated his locator beacon, signaling the nearest Decepticon to come and pick him up. Within minutes, the vehicle-mode Soundwave drove into the human settlement-zone, opening his back door, allowing Ravage to hop in, where he promptly uploaded the data he had scanned...

"_Soundwave to Megatron._" Soundwave called over the radio. "_Ravage has acquired a partial-scan of the lenses; transmitting navigational data, now._"

In seconds, the upload was complete. "_Hmm...we still do not have a precise location...but we at least know what area to search._" Megatron answered.

"_Shall I proceed to the coordinates, my Lord?_"

"_Negative, Soundwave; until your sonic projectors are repaired, your combat capabilities are significantly lower, and Prime and the Autobots are no doubt proceeding there, as we speak._" Megatron ordered. "_I have already heard back from Astrotrain; he has salvaged the Constructicons. Prime will lead us straight to the target...and Devastator will handle the Autobots, while Frenzy slips past and acquires the AllSpark; right now, you will proceed to these coordinates, and deliver Frenzy to Astrotrain._"

"_Understood, my Lord._" Soundwave agreed, as he received the coordinates. As Megatron ended the transmission, Soundwave drove off, following his Lord's orders.

XXXXXXXX

_Aeon_

When Spider-Man came to, he had a _splitting_ headache. "Ugh..."

"Take it easy, Peter." came Ratchet's voice, as the Autobot CMO peered down at him, with Dr. Strange hovering above him.

"Ugh...Ratchet? Doc?" Spider-Man groaned.

Dr. Strange smiled. "We're all done, Spider-Man." he said. "You're all patched up."

"Good to hear." Spider-Man answered. "So, what's the situation?"

"Prime and the others have gotten a scan of the lenses; we have Alpha's location." Ratchet said. "We've also received intel from S.H.I.E.L.D.: there appears to be a facility built at Alpha's location; Prime and the others are heading there, now...along with Miss Watson."

"_MJ_ is with them?!" Spider-Man exclaimed. Quickly, he started to get up...

"_Hold_ it, buster." Ratchet ordered. "You're in no condition to do _anything._"

"I'm fine, Ratch." Spider-Man said. "I should be down there..."

"With the kind of surgery _we_ had to do?" Dr. Strange said.

"I heal fast." Spider-Man replied, slowly getting up...and lightly wincing as he moved.

Ratchet frowned. "Spider-Man..."

"Ratchet, how many times did _you_ have to patch mechs up, just to have them head right back into battle?" Spider-Man countered. "This is _my_ planet on the line, Ratch; I _need_ to be down there."

Ratchet scowled...and then slowly nodded. "Prime and the others are coming up on some kind of static-field surrounding the facility; once they're inside that, we won't be able to teleport you." he said. "Get to the Command Deck, and for Primus' sake, don't get your aft shot off!"

Spider-Man chuckled. "Never do!" he quipped. "Thanks, Ratch, Doc."

Dr. Strange nodded. "Good luck!" he said. With that, Spider-Man turned, and fired a web-line, swinging out of the med-bay, heading towards the Command Deck.

He had almost forgotten how big the Autobots _really_ were; heading through their ship was like swinging across the _city._

Before _too_ long, Spider-Man had reached the Command Deck, where Blaster was. "Hey, Blaster!" Spider-Man called, suppressing a groan of pain. "I need to get down to where Optimus and the others are heading!"

"Well, look who's online and feeling fine!" Blaster exclaimed, as he brought up the holographic map of Earth, showing where Prime and the others were headed...right on the edge of a big black circle. "It's your lucky day, Web-Head; any later, and Prime would be in a 'Port-Free Zone!'"

"Good to hear." Spider-Man said. "Can you get me down there? Ratchet cleared me."

"Hey, if the Hatchet says you're prime, you _must_ be prime!" Blaster said. "One trip downtown in 3...2...1...peace out, my brother!" And with that, a beam of blue light engulfed Spider-Man, 'porting him away.

XXXXXXXX

_Hoover Dam area, Las Vegas, Nevada_

After clearing the Queens area and meeting up with Sunstreaker, Optimus and the rest of his team had 'ported to the outer rim of the static field that now encircled Alpha's location. "Keep your sensors on full alert, Autobots." Optimus instructed as he drove. "We're coming up on the static field; in several nano-cycles we'll be out of contact with the _Aeon_..."

"Prime, we got a beam-rider, incoming!!" came Sunstreaker's shout, seconds before a teleporter beam lanced down from the night sky, touching down a few feet ahead of them. Instantly, Optimus and the Autobots hit their brakes, stopping inches from the newcomer.

Spider-Man waved sheepishly at the vehicles. "Hi, guys. Sorry I'm late."

"_Pete?!_" Bumblebee exclaimed. "What are you _doing_ here?!"

"Ratch cleared me." Spider-Man answered. "I'm okay, really."

His trailer detaching, Optimus momentarily transformed, doing a quick-pass scan of Spider-Man's injuries...and his optics narrowed. "Peter, your injuries are still too severe; you still have _stitches_, for Primus' sake..."

"Like I told Ratchet, Optimus; I heal fast." Spider-Man replied. "Besides, you guys need all the help you can get."

Optimus sighed. "Very well, Spider-Man. You can accompany us, but for now, you are on _standby_. Understood?"

Spider-Man nodded. "Understood."

At that, Optimus promptly resumed vehicle-mode, linking with his trailer, before his passenger-side door opened. "Hop in." Spider-Man quickly complied, before the Autobots drove off, following Alpha's signal.

The signal led them straight to the massive Hoover Dam, where Nick Fury, the Ultimates, and Secretary of Defense John Keller were waiting for them, along with two strangers; one was a middle-aged human man, in a black business suit, and the other was a younger, brown-haired, somewhat lanky human male, clad in brown slacks, and a white shirt under a lab-coat. As the Autobots pulled up, Optimus and Bumblebee let their respective charges step out, before all five of them transformed. "Glad you could make it." Fury greeted. He gestured to the strangers. "This is Tom Banachek, the Director of Sector Seven," he added, as Tom nodded in greeting, "and this is Dr. Bruce Banner, formerly one of our head scientists."

Optimus arched an optic-socket. "'Formerly'?"

Bruce looked nervous. "I have a...little condition."

Hawkeye scowled. "Yeah, if you call turning into a massive, rampaging monster capable of untold destruction 'a little condition'."

"Barton." Captain America said.

"And what is this 'Sector Seven'?" Optimus asked.

Tom's expression hardened. "That's something we'll have to show you." he answered. He gestured to the garage door behind him. "Shall we?"

Optimus frowned worriedly. "Bumblebee, you, Sideswipe, and Sunstreaker remain outside, and keep your optics on full power, in case the Decepticons try anything. Ironhide, you're with me." he ordered, before he assumed vehicle-mode, along with Ironhide, as they slowly drove into the complex, followed by the rest of them.

As they walked, Mary-Jane moved alongside Spider-Man. "Are you _sure_ you're okay?" she whispered.

"Well, I won't be going to the Olympics, anytime soon, but I'll live." Spider-Man quipped.

"So, you're this 'Spider-Man' I keep hearing about."

Turning, Spider-Man's eyes widened behind his mask as he saw the stately Secretary of Defense walking a few feet to his right. "Uh...yeah." he answered. "Uh...look, Mr. Secretary, I...I know what the Daily Bugle says about me, but I'm _not_ a bad guy."

John simply arched a snowy eyebrow...and chuckled. "And _I'm_ not a man who believes _everything_ he reads in a newspaper, son." he answered. "But I can't help but wonder: why _are_ you here?"

_That_ inquiry made Spider-Man think back to the day this whole mess had started: Bobby Bolivia's used car lot. "I bought a car." he replied. "Turned out to be an alien robot."

John chuckled. "Is that so."

"Yeah." Spider-Man said. "Who knew?"

John then looked to Mary-Jane. "What about you, young lady?"

"Well..." Mary-Jane said, "...my great-great-grandpa once saw a metal giant at the North Pole."

John chuckled. "Well, that's certainly something." he said. "Personally, I'm not quite sure why you all even _need_ an old codger like me!"

Spider-Man smiled under his mask; for a high-level government official, the SecDef was surprisingly easy to talk to, unlike some of the other politicians he'd encountered. "Well, sir, I can honestly say that, with the 'Cons, we're going to need all the help we can _get!_"

By then, they had emerged into a large, open chamber, where numerous scientists were hard at work. "This is Sector Seven." Tom explained. "It was first established by President Hoover as a special division, answerable only to the President, solely for the purpose of research and defense against..._foreign_ threats."

Fury's eye narrowed. "And no-one ever thought that S.H.I.E.L.D. might need to know about it?"

Tom looked apologetic. "General Fury, as I said, we answer only to the _President_; until now, we were _ordered_ to maintain silence by the White House." he replied. "It's always been that way, ever since S7's inception."

As the Autobots transformed, Optimus' optics narrowed. "What _kind_ of 'foreign threats'?"

Tom looked to one scientist, who nodded, hurrying towards the back wall. "We found it deep in the polar ice, back in the 1800's." Tom said. "We honestly had no idea what he was, or if there were any others like him...until the 80's."

The scientist tapped a few keys on a computer panel...causing the entire steel wall to shift up...revealing a massive block of ice, with a metal giant frozen inside it.

Mary-Jane gasped.

"_Prahmus..._" Ironhide whispered.

"You _knew._" Spider-Man accused Banachek. "Before they even _came_ here...you _knew._"

Cap's eyes narrowed. "The Autobots fought to help _save_ the Earth, and you _kept_ this from them?" he snapped.

Another scientist hurried forward. "People, you are _looking_ at the source of the Electronic Age!" he exclaimed. "CDs, microchips, wireless...it all came from studying this guy! Who _knows_ what else we could learn? We weren't just going to..!"

Optimus' expression was one of restrained anger. "_Thaw him out._"

The scientist looked stricken. "But...it's not that..!"

"_NOW!!!_"

"We _can't!_" the scientist cried. "We _tried_ thawing him out, years ago! The ice melted, but that's _it!_ He never woke up! It's like he's in a _coma!_ Whatever's keeping him out, it's not us!"

Optimus' expression hardened...and then his optics widened in realization. "The code on the lenses!" he exclaimed. Instantly, beams shone from his eyes, showing the countless tiny glyphs he'd scanned from Mary-Jane's glasses, before many of the glyphs became highlighted. "Most of the code corresponded to nav-beacon encryption algorithms, and we assumed that the rest was just corrupted data," Optimus said, as the _rest_ of the glyphs became highlighted, "but what if it _wasn't?_"

Spider-Man instantly caught on. "What if Alpha left an electronic wake-up-call encoded in the glass?"

Ironhide's optics widened. "Alpha wouldn't have been able to stay fully online, after all this time – not without refuelin'..."

"...so when Mary-Jane's ancestor found him, he put himself into stasis-lock, and left his reactivation code on his lenses!" Optimus finished. "_Melt that ice!_" he shouted. At once, the lab technicians sprang into action, adjusting the temperature of the chamber, deactivating the safety-locks; in seconds, the ice began to melt...revealing a tall, humanoid robot, with almost ceremonial-looking armor, his optics devoid of light, with a metal beard around his face.

Optimus tapped his helm, readying the activation code. "Rise and shine, old friend." he said...and then, he sent it.

Almost instantly, the elderly machine began to stir; his arms began to twitch, his hands flexing...and then, his wise blue optics flared to life. He stumbled forward, with a shout of surprise...but Optimus stopped his fall, helping him to his feet. The elder Autobot looked up at him. "_Orion..?_" he asked, in Cybertronian, his voice soft, and old. "_Primus preserve me...it seems I was just talking to you but a nano-cycle ago..._"

Optimus smiled warmly. "_It's good to see you again, old friend._" he answered. "_However, you may want to update your vocal subroutines; we have a ship in orbit – just access its network._"

Alpha Trion promptly did so. "Ah...what an interesting language." he said, in perfect English, now. He looked down, smiling at the humans gathered in the chamber. "I see that these people are still the dominant species on this planet."

John nodded. "Yes, sir." he agreed.

Alpha's optics then fell on Mary-Jane...as he automatically did a comparative scan on her. "You are descended from the being I encountered in this planet's magnetic pole." he said kindly. Chuckling, he added, "So, you finally found me; I was beginning to think you weren't coming!"

Mary-Jane softly giggled. "Yeah, they...kinda thought Great-Great-Grandpa Leopold was a bit nuts, when he told us about you. Sorry."

Optimus chuckled. "Everyone," he said, "it is my honor to introduce Alpha Trion, the last Elder of Cybertron."

Fury nodded. "A pleasure." he said. "So, any chance you can find this 'AllSpark' before Megatron does?"

"_Megatron?!_" Alpha gasped. "Megatron is _here?_"

"I'm afraid so." Optimus said. "Please, Alpha; we _must_ find the AllSpark..."

Alpha looked thoughtful. "Hmm...for _that_, I'll have to access the Oracle."

"Well, can you hurry _up?_" Quicksilver exclaimed.

His brow furrowing, Alpha slowly sat down on the floor, his leg-struts crossing in meditation, as his optics closed...

"Oh, come _on!_" Quicksilver cried. "You _have_ to be able to go faster than _that!_"

Alpha opened one optic. "Accessing the Oracle is no simple task, little one. It takes discipline, and purity of spark." he lightly chastised. His tone became somewhat softer. "Besides, my memory banks are vast...I have to _find_ it, first..."

"Are you _joking?!!_" Giant Man cried. "You mean that we might be attacked at any moment while we're waiting for you on account of _robo-__**senility?!**_"

"_HEY!!_ Show a li'l _respect_, Shorty!!" Ironhide snapped. "Alpha was one of the _first_ Autobots ever created; the mech _saw_ the face of _Prahmus!!_ So put it in _idle!!_"

"There's no need to shout, Ironhide." Alpha calmly said. "I can understand their distress..." Suddenly, his optics snapped open, suddenly becoming aware of some yet-unknown threat. "Perhaps a bit _more_ so."

"_Prime!! We've got trouble!!_" came Bumblebee's voice over the radio. "_I've got Astrotrain incoming; twenty miles off and closing fast! And it __**looks**__ like he's pulling the Constructicons!_"

Optimus' optics narrowed. "Hold positions, Bumblebee; we're on our way!" he said.

Cap's eyes narrowed. "Sounds like you could use a hand."

"We've sent for reinforcements," Fury said, "but we're not sure when they'll arrive..."

"We'll have to make do with what we have." Optimus said. To Cap, he added, "Captain, you and your team take up defensive positions ahead of the Constructicons' path; Bumblebee will know what direction they're closing from – get him to update you."

"Yes, sir!" Cap agreed, saluting. With that, he and the Ultimates hurried outside.

Turning to Spider-Man, Optimus added, "Spider-Man, you and the others have to stay here, and keep Alpha safe; he's the only one who can find the AllSpark – if the Decepticons capture him..!"

"We'll keep an eye on him, Optimus." Spider-Man promised. "The 'Cons won't get him!"

Turning to Ironhide, Optimus finished, "Well, Ironhide, I'm sure you know what to do."

Ironhide grinned. "Time to scrap some 'Cons!"

Optimus chuckled. "That it is, old friend!" he laughed. "_Roll out!_" With that, they both assumed vehicle-mode, and drove outside, leaving Spider-Man and the others to hold the fort.

Had they stayed a moment longer, they might have noticed a single pair of red optics hiding in the shadowy rafters above...

XXXXXXXX

_Coming Soon:_

_With Alpha Trion awakened, it all comes down to this._

_Can Spider-Man and the Autobots hold back the Decepticons?_

_Will the secrets that Alpha holds fall into Megatron's clutches?_

_Where IS the all-elusive AllSpark?_

_Find out, when "The Battle For The AllSpark" begins…_


	9. The Battle For The AllSpark, Part One

CHAPTER EIGHT: THE BATTLE FOR THE ALLSPARK, PART ONE

_"War is never pretty; after my first tour of duty, I had pretty much learned that lesson the hard way. Since then, I and my team have defused some pretty insane situations, but that fact has never changed; no matter what plans or strategies you make, once the shooting starts, 'ordered thought' pretty much goes out the window. Despite the things we've faced, I guess the reason I'm still in the fight is pretty simple; when I think of this country, I see two things: what it is now, and what it __**could**__ be...and I'm pretty much willing to do whatever it takes to make sure the country I love lives long enough for those two ideas to meet. Still, after all that's happened, I thought I had seen the worst that war had to offer...but after going toe-to-toe with massive, homicidal robots, I realize now __**just**__ how little I knew of the chaos of war..." – Steven "Captain America" Rogers, Team Leader of the Ultimates._

_Hoover Dam, Las Vegas, Nevada, November 14, 2007_

As Optimus and Ironhide emerged from the Sector Seven complex into the midnight air, Bumblebee was waiting for them, along with the Ultimates. "'Train's coming in hot, Prime; he'll be on us in a few nano-cycles." he reported, as Optimus and Ironhide assumed robot-mode. "I got a good scan; he's towing the Constructicons, alright..._plus_, the son-of-a-glitch is fully armed."

"_Slag._" Optimus muttered, his optics narrowed grimly. "With Astrotrain bombing us, we'll need air-support...is that static-field still up?"

"Afraid so, Optimus; we can't call for backup or signal an air-strike – we're lucky to have _radar._"

Optimus nodded. "Where are Sideswipe and Sunstreaker?"

"They're on up on the dam, Prime." Bumblebee replied. "I figured that they'd be better able to blast 'Train from there."

"Good call," Optimus agreed, "but if the Constructicons form Devastator, they'll need more than a vantage-point." With that, he extended his radio-antenna. "Prime to Sideswipe and Sunstreaker; get your afts down here for rearming." As he switched off his radio, Optimus turned to his trailer-module, sending it a wireless command.

Instantly, the trailer opened up, revealing the impressive weapons platform/cache he always towed behind him, just for such emergencies. "Bumblebee, your plasma-cannon won't be enough to damage Devastator; swap it for a spreader-cannon, and load your missile-launchers with _Inferno_-Class missiles."

"Yes, _sir!_" Bumblebee exclaimed, as his hand morphed into his plasma-cannon. "I was just gonna switch out this little pea-shooter, anyway!" Walking over to the trailer, Bumblebee extended his cannon into a rearming apparatus that had risen up as he'd approached; automatically, the apparatus enfolded his cannon-arm, before simply removing the plasma-cannon module, replacing it with a larger, silver-colored plasma-shell spread-launcher. As he removed his cannon-arm, Bumblebee extended his missile-launchers, allowing the trailer to load the high-powered _Inferno_-Class Thermal Missiles into them; they hadn't had very many of the _Infernos_ to spare; it was a good thing they had conserved their ammo for when they had _needed_ it.

"Ironhide, you'd better load up; you haven't reloaded since we got here." Optimus said. "Also, adjust your launcher gear-ratio from 2.2 to 2.8; that should let your launchers handle the _Infernos._"

Ironhide half-scowled. "Mah gears are gonna be grindin' fer _kilo-cycles..._" he half-grumbled, "...but, if it'll help the humans, Ah guess it's okay." With that, he walked to the trailer, flipping out his cannons and inserting them into the reload-slots; the machine rotated his cannons, allowing him to extend his cannons' ammo-magazines...as about a dozen expended ammo-clips fell away from each cannon in a cacophony of _clunks_, before the loader inserted fresh clips into the cannons, and then spinning them back into firing-position. Ironhide promptly cleared the cannons, satisfied, and then extended his missile-launchers, wincing as he made the internal adjustment to the launchers. '_Cog-damn new-fangled weapons...couldn't just stick to good ol' 'blow-em-up'-Class missiles..._'

With his comrades taken care of, Optimus turned to the Ultimates. "Captain, with Astrotrain attacking from above, we're going to need air superiority."

Cap nodded. "Iron Man? Thor?"

"_We're on it._" Iron Man agreed.

"Yon steel villain evaded Mjolnir's might before," Thor agreed, "but he shan't be as fortunate, today!"

Just then, Sideswipe and Sunstreaker pulled up, assuming robot-mode. "You called, Prime?" Sideswipe asked.

"I want you two to dump your .375 rounds and load with .485 shells." Optimus ordered.

Sunstreaker whistled. "Crowd-pleasers."

"Once you're armed, return to your posts and provide cover-fire for Iron Man and Thor." Optimus instructed.

"Got it." Sideswipe agreed, as he and his brother headed to the trailer, to load up.

"When Astrotrain drops the Constructicons, we'll need to run skirmish." Optimus said. Walking to his trailer, he took out several small, metal discs, small enough to be carried by human hands. "Quicksilver, we'll need you to run ahead of the Constructicons and drop these Proximity Mines in their path...but be careful: once you set each one, you'll only have ten seconds before their proximity fuses arm themselves..."

"_Plenty_ of time!" Quicksilver laughed.

"Bumblebee, you'll provide cover-fire for him." Optimus continued.

"No problem."

"The rest of us will hold the Constructicons here." Optimus said.

Cap frowned, as he looked to his shield. "I might have a small problem, Commander."

Optimus' optics narrowed thoughtfully. "Dr. Van Dyne, are your bio-electric powers capable of generating pulses of 50 amperes?"

"Why...yes." Wasp answered.

Optimus took out another metal disc from the trailer, and handed it to Cap. "Affix this to your shield, Captain." he instructed. "Wasp, when Captain America throws his shield, hit it with one of your blasts; it will energize the EMP-Field Generator attached to it, turning the shield into an electrostatic field-projector."

Cap whistled. "_Nice..._"

Giant Man blinked. "But won't that field hurt _you_ guys?"

"Our defense screens will protect us." Optimus answered.

"Ah."

"And as for myself..." Optimus finished, turning to his trailer, "...I think something with a little more _oomph_ is in order." With that, he drew his twin revolvers, combined them into a rifle, and clipped it to his side, letting the weapon adhere magnetically to his waist. He then reached into his trailer...and took out a twenty-foot-long bazooka-type cannon, attaching it to his right shoulder; automatically, the cannon retracted to a third of its full length, before flipping onto Optimus' back. Optimus then took out a full clip of massive, high-powered cannon-shells, and magnetically clipped them across his chest.

"Whoa." Sideswipe murmured. "Prime's not slaggin' around, this time."

"Good thing, too," Bumblebee said, "'cause Train's coming in! He just dropped the Constructicons, ten miles away!"

"Autobots! Switch on your defense screens!" Optimus ordered. "Bumblebee, Quicksilver, get moving!"

"On it!" Quicksilver declared, before he zipped off, followed closely by a vehicle-mode Bumblebee, while the rest of the Autobots switched on their defense screens, readying themselves for the incoming attack...

XXXXXXXX

To say that the mood inside the Hoover Dam facility was tense would have been an understatement.

After Optimus, Ironhide and the Ultimates had headed outside, Spider-Man, along with MJ, Fury, Doc Banner, the SecDef, Banachek and his Sector Seven personnel, could do nothing but wait as Alpha Trion calmly sat there, meditating and sifting through his undoubtedly-immeasurable memory-banks. '_God, how he can just sit there in the midst of all this is beyond me..._' Spider-Man thought, inwardly grimacing; he _hated_ not being able to do anything. '_I should be out there..._'

"Um...Mr. Trion?" Mary-Jane inquired softly. "Alpha? Uh...not trying to bug you or anything, but...is there _any_ way you could, you know...speed things up?"

"I believe that your people have a saying for times as this." Alpha gently chastised. "'_Patience is a virtue._'"

Fury scowled. "Look, pal, with any and all respect due, if the Decepticons get a hold of this 'AllSpark,' our planet's _had_ it..."

"...along with all _other_ worlds carrying sentient life." Alpha replied. "I am quite aware of the stakes here, General...but hounding me will not hasten the Oracle. These things _take time._"

Suddenly, Spider-Man's eyes went wide under his mask, as his spider-sense went _bonkers._ "_We've got company!!_" he shouted...as the spidery metal form of Frenzy dropped out of the rafters. Snarling in metallic fury, Frenzy charged right at Spider-Man; thinking fast, Spider-Man flipped backwards just as Frenzy pounced at him, kicking him away, to crash into several work-benches, causing the Sector Seven scientists to flee in terror.

As he flipped back up, Spider-Man winced. '_Maybe I __**should**__ have stayed in Ratch's med-bay a little longer..._'

Frenzy, however, was completely unhindered by incomplete repairs; the Decepticon mini quickly leapt back onto his feet, morphing his secondary hands into machine-guns, and firing a clip at Spider-Man, who darted out of the way...before Frenzy pounced again, grabbing his throat and starting to _squeeze_. Spider-Man tried to kick him away, but the machine held fast...

...and then something slammed into the side of Frenzy's face, dislocating his jaw-plate and knocking him away. As Spider-Man gasped for breath, he saw Dr. Banner, holding a now-dented fire extinguisher he'd picked up from the side wall. Banner chuckled. "Sometimes high-tech problems need low-tech solutions."

By then, Frenzy had pushed his law back into alignment with a loud _pop!_ Turning towards Spider-Man, he snarled...and was sent flying by a shotgun blast.

From the side, Fury lowered the high-powered shotgun he'd picked up from the nearby weapons depot, identical to the one strapped over his shoulder. "So _you're_ the little shit that broke into _my_ base, are you?" he snapped, his eye narrowed. Frenzy answered with only a string of binary obscenities, before flipping out his machine-guns...and then Fury pasted him again, wrecking his aim and spinning his head 180 degrees.

Spider-Man had to admit: it was kinda funny, watching Frenzy stumble around with his head on backwards.

As Frenzy started to twist his head around, Spider-Man snagged him with a web-line, and tossed him with all his strength, throwing him out a nearby door, into an adjacent empty hallway. Banachek quickly hit the nearby control panel, shutting the door. "This thing is solid titanium; he's not getting through."

The door was suddenly dented by an explosion on the other side, followed by a series of electronic curses.

"Dammit, these things just don't _die..._" Fury muttered.

Spider-Man turned to Banner. "Hey, Doc...no offense, but...how come you haven't Hulked-out, already?"

Banner tapped the base of his spine. "Cyber-spinal implant; a little something I designed, a while back. It regulates my adrenaline levels, keeping me from changing into the Hulk." he explained. "General Fury has the control module that deactivates its safety switch."

"Wait...you mean you have a remote-control for the _Hulk?!_" Spider-Man exclaimed.

"More like an 'on/off switch.'" Fury corrected. "This little gizmo, if Banner's theory is correct, should be able to maintain his adrenaline levels in the narrow range where Banner can remain in-control, and, if need be, lower them once the Hulk starts getting out-of-hand."

SecDef Keller's eyebrows arched. "And if it _can't?_"

Fury's expression turned grim. "Worst-case scenario, we hit the kill-switch: injects 20 cc's of pure cyanide right into the Hulk's spinal cord."

MJ's eyes widened. "Whoa...a little harsh, don't you think?"

"It's _necessary_, Miss Watson." Dr. Banner said. His expression turned haunted. "As the Hulk, I've caused _more_ than enough destruction. I've been working on this implant for the majority of my imprisonment, and this will be the test-run. I designed it to make sure the Hulk stays under control...and, failing that, to make _sure_ he doesn't hurt _anyone_ ever _again._"

Suddenly, an explosion echoed from outside the facility. "Sounds like you'll get your test-run, Banner." Fury said. "The Ultimates and the Autobots need your help; get out there...and don't make me regret this." Nodding, Banner turned, and headed out of the facility, as Fury took out a small, hand-held electronic device, tapping a few buttons on it...causing Banner's skin to gain a greenish tinge as he ran...

"Mr. Secretary," Fury continued, "you were an ex-Marine, correct?"

John smiled. "_Semper fi._"

Fury half-smiled, and tossed the spare shotgun to him. "Banachek, we're going to need more ammo..."

"We have sabot rounds nearby; we started stockpiling the very day we realized that these machines' armor was temperature-sensitive." Tom said, before he hurried off to get them.

Turning to Spider-Man and MJ, Fury said, "I want you two to help us move some of these work-benches; if that little metal bastard gets through, we're going to need cover." Spider-Man and MJ promptly nodded, before they started tugging several work-benches away from the walls, flipping them over, creating cover between the door and the meditating Alpha Trion, as Frenzy continued to pound at the door...

XXXXXXXX

Missile-blasts and laser-fire peppered the desert soil as Quicksilver raced ahead of the incoming Constructicons, stopping his advance at what he guessed was the limit of their visual range; any closer, and the Decepticons would see what he was dropping. He could just make out the shapes of the Constructicons as they assumed robot-mode...

Arming one mine, Quicksilver dropped it and raced to the side, arming one more and tossing it on the ground; automatically, the explosives buried themselves in the soil, well out of sight. Running at top speed, Quicksilver dropped the next mine...and then the next, making sure he kept in the Constructicons' path...until all the mines were deployed. Letting out a relieved sigh, he turned to go...

...and was sent sprawling as a missile from Astrotrain overhead detonated a few feet away from him, as the Decepticon troop transport soared overhead. Spotting the dazed mutant speedster, Bonecrusher grinned evilly. "One squishy down, six billion to go!" he laughed. "_Primus_, I love this job!" With that, he raised his laser-rifle, taking aim...

Suddenly, a spreading-blast of plasma-energy took him full in the chest, sending Bonecrusher sprawling. "Speedy, _GET OUT OF THERE!!_" Bumblebee shouted from a few miles back, as he knelt and fired on the advancing Constructicons, keeping them pinned enough for Quicksilver to get up and _bolt_ out of there..._just_ before the mines' proximity-fuses became armed. Snarling as he recovered, Bonecrusher ran after the fleeing Quicksilver...right into the range of one of the mines.

The resulting blast sent the Decepticon flying backwards, sailing well over the heads of his comrades. Mixmaster and Scavenger looked on in confusion...until they, too, blundered too close to some of the mines, and were sent flying. "The little flesh-bag was laying _mines!_" Scrapper shouted. "Ground-scans, _NOW!!_"

Stopping next to Bumblebee, Quicksilver grimaced. "Uh, boy. We're busted."

"Head back to the Dam!" Bumblebee shouted, firing a few more suppressive blasts, before shifting into vehicle-mode, racing off, followed closely by Quicksilver.

As Astrotrain soared towards the dam, Iron Man and Thor moved to intercept him. "Foul machine!!" Thor boomed. "You'll not escape the Thunderer's wrath a _second_ time!!" And he punctuated the sentence by raising his hammer and bringing it down, unleashing a massive blast of lightning, which slammed into Astrotrain's dorsal hull plating, considerably destabilizing his flight-path. Iron Man followed that attack with a full salvo of missiles and a barrage of repulsor rays, causing the aerial Decepticon to fall towards the ground...

...until Astrotrain transformed, his components shifting and rearranging, changing the shuttle-like aircraft into an impressively tall, black-and-violet winged humanoid robot, with glowing red optics and a black metal face-plate.

His thrusters re-initialized by his transformation, Astrotrain soared past the two flying heroes, firing a full salvo of missiles at the facility. Instantly, Sideswipe and Sunstreaker locked onto the incoming projectiles; adjusting their machine-guns for a faster rate of fire, they unloaded on the missiles, blasting them to bits before they hit the facility, before opening fire on Astrotrain himself. With Astrotrain momentarily pinned in mid-air by the Twins' fire, Thor took aim, and _threw_ Mjolnir straight at the Decepticon; the mighty war-hammer connected solidly with Astrotrain's metal skull, knocking him out of the air, to land hard on the ground, as Mjolnir whirled back to Thor's waiting hand. As Astrotrain stood up, Iron Man charged his repulsors to full strength, and _blasted_ Astrotrain, sending him flying, yet again. Snarling, Astrotrain resumed vehicle-mode, flying off at high speed, to try and make another attack-run.

As Bumblebee and Quicksilver reached the others, Optimus and Ironhide had sighted the three Constructicons still approaching, and had opened fire. "'Crusher, Mix and Scavenger are down, but they won't be for _long!_" Bumblebee exclaimed, as he assumed robot-mode. "Is that static field still up?"

"I'm afraid so, Bumblebee; we still haven't identified the source." Optimus replied. "We're still on our own."

"Well, that's just _peachy,_" Hawkeye muttered, "because _here they come!!_"

By then, the three remaining Constructicons had gotten in weapons-range of the facility. "_Blast 'em into scrap!!_" Hook thundered, as he charged straight at them, swinging his crane-arm, forcing the Ultimates to scatter.

As Hook came at them, Bumblebee pasted him with several plasma-blasts, driving him back...and giving Giant Man enough time to grow to Transformer-size. When Hook recovered, he turned, snarling...only to meet the gaze of the now-massive Giant Man.

Hook groaned. "Oh, _scrap..._"

Smirking, Giant Man slammed Hook right in the face with a punch, knocking him back...before wincing and holding his hand. "Dammit...I _hate_ how these things are made of metal..."

Roaring in anger, Hook tackled into Giant Man, driving him back. Giant Man's face strained in exertion, as organic muscle began to tire against mechanical actuators and metal struts...

Suddenly, an explosive arrow detonated against Hook's knee-joint, causing the Decepticon's leg to buckle, as he howled in pain. "Pym! _Throw_ him!" Hawkeye shouted. Nodding, Giant Man shifted his weight, and tossed Hook to the side...right into Bumblebee's line of fire.

Bumblebee reacted instantly, arming his missile-launchers and charging his plasma-spreader, before opening fire on Hook; the Decepticon howled in anguish as plasma-blasts and thermal detonations disintegrated his armor, before he fell, severely damaged.

Ironhide's cannons roared as he fired on the advancing Scrapper, who darted out of the way of every shot. "What's wrong, old-timer? Got a bit of rust?" Scrapper laughed.

Ironhide's optics narrowed. "Rust or not, Ah can still scrap the likes o' _you_, Decepti-trash!" he thundered, continuing to fire. Ducking under Ironhide's shots, Scrapper tackled into him, knocking him down, before drawing his own weapon, preparing to fire...

_Click!_

Scrapper's optics went wide as his gun jammed. "_What the..?!_"

From behind Scrapper, Scarlet Witch laughed. "You guys _always_ fall for that trick!" she exclaimed, before snapping her fingers, generating a hex-field under Scrapper's feet, turning the ground to quicksand, causing him to sink up to his ankle-joints.

Quicksilver instantly followed his twin's attack, running in endless circles around Scrapper, kicking up clouds of dust, blinding his sensors. "All yours, old-school!"

Ironhide grumbled. "Darn kids; got no respect!" he muttered, before he armed his missile-launchers, and fired a full spread at the immobilized Scrapper. Cannon-shells and thermal missiles ripped into Scrapper's armor, sending him flying.

As he advanced, Long Haul's dump-tray-shield repelled Optimus' laser-rifle blasts, before Long Haul fired his own weapon, forcing Optimus to roll to the side. "_Captain!_ I need several seconds!" he shouted.

"You've got 'em!" Cap replied; taking expert aim, he _threw_ his shield at Long Haul – the vibranium disc whirled through the air, starting low from Cap's throw, causing Long Haul to block low...and then arcing high, clanging against the Decepticon's head, stunning him, as the shield returned to Cap's hand.

Those few seconds were all that Optimus needed; kneeling, he holstered his rifle, took one cannon-shell, and flipped his shoulder-cannon fully forward, feeding the shell into its end, before flipping it into firing position and extending it, the trigger and targeting solution dropping down from the side, as his honed optics targeted Long Haul...and _fired._

The shell roared from the cannon, lancing towards Long Haul, who automatically raised his shield to block it.

_Big_ mistake.

Long Haul's optics widened in horror as the Armor-Piercing '_Spark-Smasher_'-Class heavy shell ripped into his shield and blasted it apart, tearing chunks out of his armor and knocking him back in the process. "Wasp! Captain! _Now!!_" Optimus ordered, retracting his cannon and drawing his rifle.

His eyes narrowing, Cap took aim, and threw his shield again...but _this_ time, to his left, Wasp instantly miniaturized and blasted it with one of her stings; the device on the shield absorbed the charge, making the shield spark with electrostatic force...until it connected with Long Haul, delivering its EMP-surge through his systems, utterly disorienting him, before the shield returned to Cap's waiting hand. With a master's aim, Optimus _blasted_ Long Haul, sending him flying, to land hard on the ground.

With the three Constructicons down, Optimus let out a sigh of relief...until he spotted the _other_ three, having recovered from the mine-blasts, coming towards them...just as the first three were getting up...

"_Uh-oh._" Bumblebee said. "We've got trouble."

As the six Constructicons began to shift and combine, Optimus – not for the first time – recognized _just_ how well the Autobot Scout had mastered the understatement. "_FALL BACK!!!_" Optimus shouted, laying down suppressive fire with his rifle...which spanged harmlessly against the impossibly thick armor of the Decepticon gestalt.

"_DEVASTATOR STOMP HUMANS!!!_" Devastator boomed, lifting his foot and slamming it down, _just_ where Cap and Wasp had been, seconds earlier.

"_Scatter!!_" Cap yelled. "He can't get to us if we're spread out, and we can't take him one-on-one! Keep your distance!!"

"Concentrate fire on his head and upper armor!" Optimus added. "If we can knock him over, we may have a chance!"

Laser-blasts and cannon-shells mixed with hex-bolts, thunder-blasts, explosive arrows, bio-electric stings, and shield-tosses, as the Autobots and Ultimates unloaded everything they had on Devastator...but the massive Decepticon just kept coming.

From his vantage point atop the dam where he and his brother were firing, Sideswipe glanced up at Iron Man. "_Primus_, man, don't you guys have anything that hits a little _harder?_"

"_HULK SMASH!!!!_"

The booming roar answered Sideswipe's question as the massively muscular, green-skinned, jean-clad hulking humanoid burst out of the facility and _leapt_ at Devastator, jumping all the way to his face – which was sixty-plus feet off the ground, and started to pummel him with his enormous fists.

"_There's __**him.**_" Iron Man said.

Sideswipe whistled. "He works."

"_GREEN HUMAN MAKE DEVASTATOR ANGRY!!!_" Devastator roared, yanking the Hulk off of his face and throwing him to the ground, cratering it...but the Hulk quickly got up, utterly unphased by the attack, and leapt at Devastator again, grabbing hold of his left arm, and started to climb up, pounding away as he went. Devastator quickly tossed him off again, and _stomped_ his massive foot down on the Hulk. For a moment, there was silence...until Devastator's foot started to shake...

"_Back him up!!_" Optimus shouted, as he loaded another shell into his cannon; at once, a fresh maelstrom of weapons-fire unloaded on Devastator, culminated by a blast from Optimus' cannon, which only dented Devastator's armor...but knocked the Decepticon gestalt off-balance enough for the Hulk to push the enormous foot off of him.

"_HULK SMASH METAL-MAN!!!_" the Hulk roared, leaping at Devastator, and starting to rip into his torso-plating. Once again, Devastator threw the Hulk off...and then drew a massive laser-rifle, opening fire on the Hulk; the blast created a massive explosion on the Hulk's position, covering the immediate area in smoke...

...and then, the Hulk dashed out of the smoke, bolting straight at Devastator. Roaring, Devastator aimed at the Hulk again, but the Autobots and the Ultimates quickly opened fire on him, if they could distract Devastator enough for the Hulk to attack...

"_Prime!! We've got incoming!!_"

Sunstreaker's warning gave them _barely_ enough time to take cover from Astrotrain's bombing-run, as the Decepticon's missiles exploded around them, giving Devastator enough time to send the Hulk flying with one shot. "Cog-_dammit!!_" Ironhide cursed. "We ain't gettin' _nowhere_ as long as that scrap-head's dive-bombin' us! We need air-support!"

Optimus hated to admit it, but Ironhide was right; until that static-field came down, they were in at a _serious_ disadvantage...

XXXXXXXX

Within minutes, Spider-Man and the others had set up several makeshift shields with the lab benches, to block Frenzy's shots, before Fury and SecDef Keller had re-loaded their weapons with the sabot rounds, as Banachek found a weapon for himself, joining them behind their little barricade.

As Frenzy pounded away at the door, Spider-Man glanced to MJ. "You okay?" he whispered.

MJ smiled weakly. "I guess so, considering..."

But she stopped as Frenzy's pounding was replaced by silence. "Did...did he give up?" MJ asked.

Fury's eye narrowed. "It _can't_ be that easy...Banachek, is there any other way in here?"

Tom shook his head. "No, sir, General; that door is the only entrance..."

Spider-Man's spider-sense suddenly _gonzo_, again...directing his gaze _up_...where numerous _air vents_ hung...before a faint scrabbling came from within them...

"_He's in the air vents!!_" Spider-Man shouted, seconds before Frenzy burst through a grate in one vent, landing on his feet. Fury, John, and Banachek all opened fire at him, but the nimble Decepticon rolled out of the way, darting behind a supporting stone pillar, before peeking out and firing his machine-guns, and then ducking back behind, to avoid a second round of gunfire.

After several exchanges of fire, Spider-Man noticed that Frenzy's left foot was slightly sticking out from behind the pillar...and he got an idea; firing a web-line, Spider-Man snagged Frenzy's foot, and yanked him out from behind the pillar, and into the line of fire...

...but before anyone could shoot, Frenzy grabbed the line and yanked _Spider-Man_ into the line of fire along with him. Spider-Man tried to kick Frenzy away, but the Decepticon dodged his attack, before his metal fist connected mercilessly with his face, sending him sprawling, as Frenzy flipped out his machine-guns, to finish him off...

Mary-Jane screamed in utter horror...

Alpha Trion suddenly stirred from his meditation, looked upon the scene before him...and his optics narrowed firmly, as he pointed to Frenzy. "_No._"

...and as Frenzy started to fire, he let out a metallic screech of agony...as his weapons _spontaneously backfired_, blowing out his secondary arms completely. As Spider-Man recovered, Frenzy's howl became a snarl of fury, as he fired a barrage of razor-sharp discs from his torso...

His reflexes kicking in like clockwork, Spider-Man spotted a section of the barricade blasted loose during the fight, and then snagged it with a web-line, and used it to block the discs, deflecting most of them harmlessly away...but _one_ disc hit the section at _just_ the right angle, sending it flying back towards Frenzy.

Frenzy's optics went wide, as he uttered one single, recognizable expletive.

"_Oh shit._"

The disc buried itself _deep_ in Frenzy's torso, dead center, sending him flying...before he erupted in a cacophonic _screech_ of pure and utter _agony_, screaming at the top of his vocal processors...as a bright light leaked from his wound, growing brighter and brighter. Frantically, Frenzy tried to pull the disc out...but the damage was already done. Then, with one final screech of anguish, Frenzy's light went out.

Frenzy instantly went deathly stiff, his optics going dead black, as he toppled over, crashing to the ground like so much scrap metal.

Spider-Man looked at the grisly sight with growing unease. "What...what just happened?"

"That disc pierced Frenzy's laser-core." Alpha replied. "It put his spark out."

That statement made Spider-Man _freeze._ "I...I...I _killed_ him..?" he whispered.

"You didn't have a choice." Fury said. "The little bastard was trying to kill _you._"

John nodded in agreement. "You were just defending yourself, son; his own attack did him in." he agreed.

Suddenly, a massive explosion echoed from outside the facility. "Sounds like things aren't going well, out there." Tom observed grimly.

Fury frowned. "If it wasn't for that damn static field, we could call in _air support..!_"

Alpha looked surprised. "My static jamming-field?"

"_Yours??_" MJ cried. "_You're_ doing it??"

"I developed it as a countermeasure, in case the Decepticons ever tried to find me." Alpha explained. "I set it to activate should a Decepticon ever attempt to lock onto my locator beacon."

Spider-Man's eyes narrowed behind his mask. "Look, Alpha, you might not have _intended_ this to happen, but right now, Optimus and the others are getting _blasted_ because you left that thing on...so, for crying out _loud, turn it OFF!!!_"

Alpha frowned. "You only needed to _ask_, young one." he mildly scolded. Then, as a blinking light in Alpha's helm suddenly stopped blinking, Spider-Man only hoped they'd been in time...

XXXXXXXX

As Optimus and the others dove out of the way of Astrotrain's missiles for the umpteenth time, with the Hulk and Devastator continuing to pound away at each other, Optimus' optics widened in surprise as his sensors suddenly _cleared up._

The static field was down.

"_Optimus? Is everything okay?_"

Optimus smiled as he heard Elita's voice come through loud and clear on the radio; his spark-mate's voice was music to his audios. "I've been better." he replied. "Elita, we need air-support, _now!_ Get Powerglide and Skyfire to 'port to our location; have Powerglide prep for air-to-air, and have Skyfire load up with heavy firepower – he'll _need_ it against Devastator."

"_**Devastator?!**_" Elita exclaimed. "_**Primus**__, Optimus, what have you gotten into?!_" Her tone calmed. "_Just hang on for a few nano-cycles, Prime; help is on the way!_" With that, the transmission ended.

With that news, Optimus shouted out, "_Bumblebee!_ We have incoming strike! Lay down an EM-Beacon; _tag the kill-zone!_"

"Yes, _sir!_" Bumblebee laughed, as he drew a fair-sized electronic disc from a compartment in his torso. He fire a few suppressive shots at Devastator, before strafing around him and tossing the disc right under his feet, darting back behind cover before Devastator could react...as the Beacon emitted an electromagnetic wave, instantly scanning every Decepticon in the area, broadcasting the information to any incoming Autobots. "_Kill-zone tagged, Prime!_"

"Captain! Tell the Hulk to get clear! We have an incoming air-strike!" Optimus shouted.

"Easier said than done!" Cap called back, as he glanced to the Hulk, who was currently on Devastator's back, smashing the Decepticon gestalt with mighty punches, until Devastator managed to toss him off. "Hulk!! We have an incoming air-strike! You have to stop and get clear..!"

"_HULK NO STOP!! HULK NO GET CLEAR!!!_" the Hulk roared, as he charged towards Devastator. "_HULK SMASH METAL MAN!!!_"

"_NOT IF DEVASTATOR STOMP PUNY GREEN MAN FIRST!!!_"

"Uh, boy." Hawkeye groaned. "Who could have seen _this_ coming?"

Quicksilver chuckled grimly. "Well, look on the plus side: at least Devastator isn't going to figure out there's a strike on the way; not when _Hulk_ can beat him in a battle of wits."

"_Incoming!!_" Bumblebee shouted, as Astrotrain soared towards them, ready to make another attack-run...but a sudden burst of gunfire to Astrotrain's starboard side forced the Decepticon to veer off.

"_Not so fast, you son-of-a-glitch._"

Optimus smiled to himself as a dark red jet-fighter shot overhead, hot on Astrotrain's tail. "Good to see you, Powerglide!"

"_Likewise, Prime. You just leave this slagger to me; I'll have him off your aft in less than a nano-cycle!_"

"Thor! Iron Man! _Back him up!!_" Cap shouted. At that order, Iron Man and Thor moved to intercept Astrotrain, unleashing lightning-blasts and missile-salvos, forcing Astrotrain to transform and evade the shots...and giving Powerglide a less mobile target; the Autobot ace-flyer fired a full spread of air-to-air missiles, supplemented with Vulcan-cannon fire.

Powerglide's salvo took Astrotrain square in the back, blasting chunks out of his armor and sending him spinning down towards the ground. "_Sky's clear, Skyfire! __**Blast**__ that big scrap-face!!_"

At that very instant, a sleek, white supersonic jet-fighter dove out of the clouds, making a beeline right for Devastator. "_One smoked slag-bag, coming up!_" Skyfire replied, before firing a full spread of missiles at Devastator, still distracted by the Hulk...

The missiles hit their mark, ripping into Devastator's armor, already taxed to the limit from the Hulk's smashing. As numerous high-powered explosions slammed into Devastator, the Hulk was blasted clear of the Decepticon gestalt...seconds before Devastator _literally_ went to pieces; the six Constructicons fell out of their linked formation, landing in an inglorious pile on the ground.

Recovering in seconds, the Hulk roared at Skyfire as he soared overhead. "_FLYING METAL MAN TRY HURT HULK!!!_" he exploded. "_HULK SMASH FLYING METAL MAN!!!_"

"Oh, _great._" Hawkeye muttered.

"General, he's losing it..!" Cap spoke into his communicator, before slowly approaching the Hulk. "Just...just take it easy, big guy." he said softly. "Skyfire didn't mean anything by it..."

Optimus nodded, slowly approaching the Hulk. "We had to stop Devastator, friend." he added. "It was just an accident, that's all."

Those words seemed to get through to the Hulk, as Banner's implant began to do its job, lowering his adrenaline and neurotransmitter levels; slowly, the Hulk began to calm, regaining what little lucidity he had. "_Hulk...Hulk understand._" he said.

By then, the Constructicons had picked themselves up. "To the _Pit_ with getting the AllSpark!" Scrapper shouted. "'Train! _Get us the slag __**out**__ of here!!!_"

At that, a smoking Astrotrain, in vehicle-mode, flew in low, landing near the Constructicons...

"_They're getting away!!_" Scarlet Witch shouted. At once, the Autobots and the Ultimates turned, to stop the fleeing Decepticons, but it was too late; the Constructicons quickly piled into Astrotrain's cargo-hold, before Astrotrain flew off.

"Cowardly machines!" Thor thundered.

Optimus' optics narrowed at the retreating Astrotrain. "The important thing is that they didn't get a hold of Alpha." he said.

Just then, Bumblebee's sensors picked up a few familiar signals. "Hey, Prime...it looks like we've got visitors."

As Optimus locked his optics on the new sensor-contacts, he smiled wearily. "Well, if Alpha has located the AllSpark, we're going to need _every_ bit of help we can get in retrieving it." he said. "Hopefully, Alpha has managed to access the Oracle, by now..."

XXXXXXXX

Shortly after frying Frenzy, Spider-Man noticed that the explosions echoing from outside had ceased. "Sounds like Optimus and the others kicked some serious tailpipe." he quipped.

"Yeah." MJ agreed. Then, she glanced to Alpha. "Um...Alpha? How...how did you _do_ that?"

John absently scratched the back of his head. "I was a bit curious about that, myself..."

"Though I have long since divested myself of conventional weaponry," Alpha replied, "my connection to the Oracle – and through it, the Matrix – makes what is impossible..._possible._"

"So, you've found it, then?" Fury asked.

Alpha's metallic brow furrowed momentarily...before he replied. "No."

Spider-Man groaned. "_Terrific._"

Alpha's optics widened. "You are troubled, young one?"

"_Troubled?_" Spider-Man muttered sarcastically. "_Me?_ What makes you think _that?_ I'm just _peachy_, like you are!"

If Alpha was offended, he didn't show it. "Be at ease, child." he soothed. "If you trust nothing else, trust in this: all that has happened thus far is the will of Primus; His will has led us here..."

That statement was the proverbial straw that broke the camel's back.

"Oh, _really?_" Spider-Man snapped. "So, you're saying that it was 'divine will' that brought Megatron and the Decepticons here? It's 'divine will' that people like us are hated, while people like Doom or Kingpin live high on the hog?"

He felt his eyes start to sting behind his mask. "It was 'divine will' that some punk shot my uncle, was it?" he accused. "Well, Alpha, if _that's_ 'divine will'...I can do _without it._"

Alpha's expression did not change; he didn't even raise his voice. "You have suffered much, young one; there is no denying that." he said softly. "Merely ask yourself this: was it not the passing of your uncle that led you to the path you now walk?"

"Is it not the hardship of this world that forces you – and all like you – to strive to better it?"

"Indeed, was it not the very arrival of the AllSpark upon this world that drew us all to this day, to this very place?"

Alpha's words made Spider-Man stop, to ponder that idea...

Alpha's expression turned firm, as he looked Spider-Man right in the eye. "You ask how this can be the will of Primus." he finished. "_I_ ask _you_, child...how can it _not_ be?" Then, Alpha suddenly smiled, as if he'd had a revelation. "_Ah!_"

Banachek chuckled. "Sounds like he's found something."

"Indeed." Alpha said softly, his voice growing far-away. "Now...let us see..." With that, a faint white light began to shine from the Autobot Elder...before it grew brighter, and _brighter_, engulfing them all...

XXXXXXXX

_Whiteness._

_That was all that Spider-Man could see...or __**was**__ he Spider-Man?_

_That was what he'd been before the light...but now, he somehow felt a strange disconnection from himself; he was Spider-Man...and yet, he was __**more**__, now..._

_He wasn't alone, he could tell that much; Mary-Jane, Fury, Keller, and Banachek were here, too...and he felt some strange non-connection to them; he was himself...but he was also all of them, and they were all him...and there were so many others, here: billions upon billions of tiny blue-white lights, all connected in a never-ending network of luminance..._

_**YOU ARE NOW INTERFACING WITH THE MATRIX...THE ALL-NETWORK OF WHICH ALL LIVING SPARKS ARE MERE DIODES...STAND BY...**_

_That massively booming-yet-gentle voice seemed to echo from all around him...and yet from within him..._

_**ACCESSING ALLSPARK...ACCESS GRANTED.**_

_Suddenly, the whiteness vanished, replaced by the black of space, as he soared through space, passing stars, comets, and galaxies...until Earth was right in front of him. At that same mind-warping speed, he zoomed in closer, soaring across Earth's oceans...to Europe, to a country covered by dark clouds, with factories pumping out black smoke, with an ominous-looking castle overlooking a small village..._

_Then, he was off again, zooming across the oceans, stopping over New York, over an industrial sector, on the east side..._

XXXXXXXX

...and then, they were suddenly back in the facility, as the white light withdrew into Alpha. As he regained the use of his feet, Spider-Man stumbled. "_Whoa._"

"What _was_ that?!" MJ exclaimed.

"That, my friends, was the Matrix." Alpha answered. "It is the All-Network, consisting of the sparks of all those who have gone before us; the Oracle is one of the few things that can access it."

Spider-Man's eyes went wide as he realized what Alpha was saying. "Wait...you mean that was...that was Transformer _Heaven?_"

"You could say that." Alpha said. "By accessing the Matrix, we were able to tap into its databank, and bring up the AllSpark's location." Alpha's expression turned thoughtful. "However, the Matrix showed us _two_ locations...odd..."

By then, the Autobots and the Ultimates walked into the lab...along with the X-Men and the Fantastic Four. "Well, Web-Head, looks like you guys have had quite the party." Ben Grimm chuckled.

"Yeah, and you didn't even invite us!" Shadowcat added, smiling.

"Alpha, have you made any progress?" Optimus asked.

"As a matter of fact, Optimus, we have." Alpha replied. "The Oracle has revealed _two_ locations to us."

"_Two??_" Quicksilver exclaimed.

Fury's eye narrowed. "I thought you said that there was only _one_, Prime."

"Optimus...could the AllSpark have split apart on re-entry?" Bumblebee asked.

Optimus nodded thoughtfully. "Yes...that would _explain_ why we didn't pick it up, the first time we were here!"

"Uh...guys? For those of us who _don't_ know what you're talking about?" Iceman said.

"In the brief time that the AllSpark was on Cybertron, we made several studies of it." Optimus explained. "We learned that the AllSpark was modular, consisting of two distinct components: the core-module, which acts as a reservoir for the AllSpark's spark-energy, and the frame-module, which acts to control and regulate the spark-energy."

"Whatever made it crash must've split the AllSpark up!" Ironhide exclaimed.

Reed quickly caught on. "And since these two components must have had lower energy signatures than the whole thing..!"

"...we couldn't have detected it until it summoned us!" Optimus finished.

"So, where is it, now?" Cyclops asked.

"We saw an industrial sector on the east side of New York," Spider-Man said, "and we saw a European village...with a whole lot of pollution, and a castle overlooking it..."

"_Doomstadt._" Reed muttered, his eyes narrowing.

"Wait, so _Doom's_ got part of this thing?" Johnny exclaimed.

"_Terrific._" Wolverine grumbled.

"It gets _better._" Sue added. "General Fury, we had a chance to analyze the remains of one of those robot drones from the initial attack; they're _Doombots_, enhanced with Cybertronian tech."

There was a moment's silence as that revelation sunk in.

"Oh, holy _hell!_" Hawkeye muttered. "You mean that Doom's been _workin'_ with these things?!"

"There goes the neighborhood." Marvel Girl added.

"This _is_ a troubling notion, Doctor Richards," Optimus said, "but right now, our priority is recovering the AllSpark's modules and getting them _off_ this planet."

"We'll need to send a team to Latveria," Cap said, "one that can get in, and locate the fragment fast."

"We'll go." Reed said. "We're more familiar with how Victor operates."

Optimus nodded, before he opened a panel in his torso, and took out a small electronic disc, handing it to Reed. "This is one of our emergency transponders; once you find the module, affix this to it and activate it – we'll lock onto the signal and 'port it – and you – out of there." he said. "We'll also send the Dinobots to assist you."

"The _Dinobots??_" Sue said. "Uh, no offense, Optimus, but...they're not exactly subtle..."

"That's _exactly_ the point, li'l missy." Ironhide said. "With Grimlock an' his 'Bots givin' this 'Doom' fella grief, he won't notice you four sneakin' in."

Sideswipe chuckled. "Yeah, and old Grim probably won't complain!"

"Yeah; I heard he and the rest of the Dinos have been glitching for some action!" Sunstreaker agreed.

"Spider-Man, Elita, Ironhide, Jazz, Sideswipe, Sunstreaker and I will accompany you to locate the other AllSpark module." Optimus continued. "Bumblebee, you'll make sure Mary-Jane returns to her home safely, and then rendezvous with the rest of us. Alpha, it would be best if you were to head to our ship; leave the fighting to _us._" To the others, he finished, "As for the rest of you, it is imperative that we evacuate as much of New York City as possible, starting with the east side and proceeding outward; once Megatron learns of what we're doing, he'll attack us, full-force. I'll order the rest of the Autobots to assist you."

No more words were needed; at Optimus' instructions, the entire group of them, Autobots and super-humans alike, started to head out of the facility. "So, Optimus," Spider-Man said, as he walked alongside the Autobot Commander, "any more leads on the AllSpark module in my neck of the woods?"

Optimus looked grim. "As a matter of fact, Blaster just sent me all the information he's found on that area." he said. "You're not going to like this, Spider-Man."

Those words made Spider-Man's hair stand on end...though not as much as Optimus' _next_ words. "Aw, jeez, Prime, you're _kidding..._"

XXXXXXXX

"_Astrotrain, report._"

Astrotrain scowled to himself as Megatron's voice boomed over his radio, as he and the damaged Constructicons headed away from the human facility...without Frenzy; he was presumed S.I.A – Scrapped In Action. "We are withdrawing from the area, my Lord." he replied. "We have taken heavy damage, and Frenzy is presumed off-line..."

"_And what of the AllSpark?_"

Astrotrain suppressed a growl. "Based on the energy-readings of the facility, my Lord, I do not believe that the AllSpark was here; the Autobots' actions appear to support this – I recently detected multiple teleporter beams heading from the facility to New York City."

"_I see._" Megatron mused. "_Head to New York City, and stand-by for my orders to attack; Soundwave and Barricade are already there, and Blackout, Shockwave, and Starscream are en-route._"

"My Lord," Astrotrain interjected, "if I may...we are too severely damaged to make any significant assault against the Autobots; the Constructicons will not be able to form Devastator for another several _hours..._"

"_A brief assault is all we need, Astrotrain; the AllSpark is within our __**grasp.**__ If we can distract the Autobots, we will be able to secure it._"

Astrotrain fought down a curse. "As you command, my Lord." he said. "We will head to New York."

"_Good, Astrotrain, good. As for myself...I have some business to attend to. Megatron out._" With that, the transmission ended.

"Cog-damned son-of-a-glitch..." Hook muttered.

"We're inches from the scrap-heap, and he wants us to fight in _this_ condition?!" Mixmaster cried.

Bonecrusher scowled. "Starscream had the _right_ idea..."

"That's _enough._" Astrotrain snapped, stifling both the Constructicons' mutterings and his own unspoken assent. "Like it or not, Megatron is our Lord; better to get blasted by an Autobot than by Megatron for making treasonous statements..."

"_Treason is merely a matter of perspective, Astrotrain._"

Astrotrain allowed a _real_ scowl to creep into his voice. "What do you want, Starscream?"

"_Our 'Lord' is obsessed with the AllSpark, Astrotrain; do you think he'd hesitate to sacrifice you – or __**any**__ of us – for his ambition?_"

Astrotrain snorted. "Better than letting a Pit-damned Autobot get it."

"_Oh, yes, my friend; a Decepticon __**should**__ have it._" Starscream agreed. "_But should __**Megatron?**_"

Astrotrain chuckled. "Who else? _You?_"

Starscream just chuckled. "_When the time comes, my friend, all I ask is that you decide as you see fit._" With that, he ended the transmission.

"That 'Screamer?" Scavenger asked.

"What'd _he_ want?" Scrapper muttered.

"Oh...you know him." Astrotrain replied. "Just the usual, assembly-line scrap-fest." With that, he flew on, heading towards New York, following Megatron's orders...

...for now.

XXXXXXXX

_New York City_

"...unfortunately, Mr. Fisk, we're having a few more troubles securing the legal rights to the 'Spider-Man' name and image than we realized; from what I've found out, someone else may have secured the copyright before we did."

Sitting in the back seat of his limo, Wilson "The Kingpin" Fisk, in his usual impeccable white business suit, frowned, as he calmly sipped a glass of wine, before glancing out the window at the approaching dawn. '_First these 'Transformers' show up in my city, and now __**this.**_' he thought, before turning back to his legal consultant. "Find out who it was, Maxwell; I'd like to have a little _chat_ with them." After his latest near-miss with the law, he was interested in securing the copyright to that wall-crawling upstart...

...and _running it into the ground._

Suddenly, a glob of web _splatted_ across the windshield, forcing the driver to swerve to a stop. Wilson's eyes narrowed in fury, as he got out of the limo to see what was going on, followed by his consultant, as the three escort-vehicles that had been following him pulled up, his bodyguards swarming out, weapons drawn...

...and there, standing in the middle of the road, was Spider-Man. "Hiya, Tubby! Long time, no see!"

Wilson automatically scowled. "What do you want, wall-crawler?"

"Oh, not much; just needed to talk, that's all." Spider-Man replied. "I'm afraid that you've got trouble, Fisk; _big_ trouble."

Wilson smirked, folding his arms as his bodyguards took aim. "You've never been much of a problem _before_, insect."

Spider-Man chuckled. "Oh, I'm not talking about _me!_" he said. "Right now, I'm the _least_ of your worries!"

Fisk's eyes widened. "What?" he asked, completely thrown by Spider-Man's statement.

"See, Fisk, I've made a few friends since our last face-off...and _they_ want to talk to you, too."

_CRUNCH!!!_

Fisk nearly jumped out of his _skin_ as the sickening sound of metal being crushed echoed behind him, as he turned...to see an _enormous_, blue-armor-plated foot standing on his now-empty limousine...

...a foot belonging to a _huge_, red-and-blue-armored humanoid robot, its glowing blue eyes glaring at him sternly.

"Wilson Fisk, meet Optimus Prime." Spider-Man said. "Prime, Fisk."

The Autobot Supreme Commander glared at him. "I'd say it was a pleasure," he boomed, "but my honesty-processors would overload."

Automatically, Fisk's bodyguards took aim at Optimus, ready to fire at a moment's notice...and then, five more vehicles – a violet hover-car, a GMC Topkick, a Pontiac Solstice, and two Lamborghinis – pulled up...before transforming into robots. "Elita," Optimus said to the sole female robot, "relieve Fisk's drones of their weapons." Instantly, Elita nodded, her hair-foil extending like a parabolic dish, emitting a powerful magnetic field...which tore the guns out of Fisk's bodyguards' hands.

The Topkick-robot flipped a pair of _devastating_-looking cannons out of his forearms. "That him, Prahm?" he thundered. "That the little piece o' scrap that's been givin' the kid trouble? Can't Ah just _blast_ him?"

"Negative, Ironhide; we need Fisk online..." Optimus said, before fixing his cobalt glare on Fisk, again, "...for the _moment._"

Fisk suppressed a gulp, as Maxwell spoke up. "M-Mr. Fisk is a p-private, l-law-abiding citizen!" he stammered. "He has done n-nothing t-that would merit such an attack on his person and his property..!"

Ironhide snorted. "Yeah, an' Ah'm _Prahmus._"

"Your previous misdeeds have no bearing on our presence here, Fisk." Optimus boomed. "You have something that belongs to us."

Fisk blinked. "I don't know what you mean..."

"Quit playing dumb, Fisk." Spider-Man snapped. "You know what they're talking about. It's not something you forget; it likely just _screams_ 'alien artifact'! You've got it stashed out on the east side!"

Fisk's eyes widened...and then calmed. "I have no idea what you're talking about."

"Unless you have a w-warrant," Maxwell continued, "I suggest you cease these baseless..!"

"Maybe you don't _get_ it, Fisk." Spider-Man growled, taking a few steps closer. "This thing they're after? They've been looking for it for _millions_ of years...and so has _Megatron._ You know him, right? Big robot, wicked firepower, harbinger of universal death?" Chuckling coldly, he added, "Come to think of it, you and him would probably make great pals...you know, except for him hating all organic life."

"The point is, Fisk, is that Megs _came_ here specifically to find it." Spider-Man continued. "We're talking aeon-long-obsession, here; he's not going anywhere until he gets it. Sooner or later, he's gonna figure out where it is, even if he has to smash up every building in every city on the _planet_, killing off millions of innocent people."

"Now, I _know_ you don't care about _that_, Mr. Money-Bags, but I think you'll care about _this_: Megs is gonna be smashing up your _businesses_, Tubby, and I don't think your insurance covers 'giant, psycho robot-attack'..."

Spider-Man's tone turned _icy._ "...to say _nothing_ of what he's gonna do to the 'inferior organic' that took it." he finished. "Megatron has lain waste to _entire civilizations_, Fisk; he's not gonna be impressed or intimidated by your dirty money. All he's gonna see is another stupid insect...and he'll just lift up his leg..." Spider-Man lifted up his foot, "...and then..." he brought it down, "..._splat._"

One of the Lamborghinis chuckled. "Aw, come on, web-head; give Megs _some_ credit! He's got more creativity than _that!_" he laughed. "He'll probably squish the guy between his fingers...make him make a _big_ ol' splat!"

"You're glitched, 'Swipe." the other said. "He'll just take out his flail...and slowly peel this guy like a bad paint-job."

"Hmpf. You two are _both_ wrong." Ironhide grumbled. "He'll power-up his blaster to a nice slow burn, and _roast_ the little slag-pile like a..."

"You getting this, Fisk?" Spider-Man said. "Pissing off _Megatron_ is _not_ a good way to stay alive!"

"So ask yourself _this_, Fisk." Optimus thundered. "Would you rather deal with _us_...or with _him?_"

Fisk was shocked silent.

Optimus' eyes narrowed. "Suit yourself, Fisk." he said. "We'll find it, ourselves."

"Can't say we didn't try." Spider-Man added, as he and the Autobots started to walk away.

"_Wait!!_" Fisk cried out, causing Spider-Man and the Autobots to stop. He _hated_ having to do this...but if they were _right..._

"I...I _may_ know of something..."

XXXXXXXX

_Doomstadt, Latveria_

As the teleporter beam deposited his team and the Dinobots on the outskirts of Latveria's capital, Reed frowned as he took in the sight; Doom's country _always_ unnerved him...

"I figure we only have a few minutes before Doom detects the teleporter beam, if he hasn't already." Reed said.

Grimlock, in dino-mode, grunted in assent. "Me Grimlock say stretchy-human and friends should get moving." he said. "We Dinobots scrap Doom-human's army good; make Doom-human focus on _us._"

"Me Snarl no like." Snarl rumbled. "Me Snarl say this look like trap."

"Hate to say it, but I agree with ya, pal." Ben muttered.

"Aw, you worry too much, Benjy!" Johnny laughed. "There's no way that this is..."

But his sentence was cut short as a brilliant green light enveloped them, carrying them elsewhere.

"...a trap." Johnny finished...and then froze, as he looked upon their new surroundings: they were in a _huge_ castle chamber, big enough for the Dinobots to assume robot-mode, filled with high-tech machinery...and with legions of modified Doombots surrounding them. "Uh-oh."

Slag grumbled. "Me Slag say flame-human just _had_ to open big speaker..."

"_Richards._"

Reed's eyes narrowed as the cloak-clad, living-metal form of his former friend stepped into view. "Victor."

Grimlock bared his fangs as Doom stepped into view. "So _you_ Doom-human." he growled.

"Gotta say, Vic, teamin' up with the Decepticons is a _new_ low." Johnny said. "I don't wanna say you can't get worse, 'cause every time I _do_, you take it as a personal _challenge._"

Doom folded his arms. "_Your buffoonery will not avail you, Storm._"

"Like you're one to talk." Ben shot back. "Helpin' _Megatron_, Doom? _Jeez_, and people say _I'm_ dumb!"

"Me Slag say enough talk." Slag rumbled. "Me Slag say Doom-human give AllSpark module or be _scrapped._"

"_You are in no position to threaten, machine._" Doom said coldly, as his Doombots all took aim. "_I long anticipated your arrival, and planned accordingly; though I knew that you would likely be accompanied by several of America's prominent super-humans, given that fool Prime's policies, I had no way of knowing __**exactly**__ who would come._"

He fixed Reed with a cold glare. "_But I'm glad it's you, Richards; I can mock you one last time._"

"So you sold out the entire human race." Sue accused. "Even after _everything_, Victor, we never thought you'd go _this_ low..."

"And for _what_, Victor?!" Reed shouted. "What did he promise you?! What on _Earth_ made you think he would live up to it?! Do you honestly think he can be trusted?!"

"_Don't be absurd, Richards._" Doom sneered. "_Of __**course**__ I know that Megatron will eventually betray me; Doom leaves __**nothing**__ to chance._" He turned towards the back wall, walking towards it. "_Our initial pledge was simple; I would provide what he needed to gain what he desired – this 'AllSpark' of which you speak – and he would give me the means to achieve my destiny: dominion over this planet._"

Sludge shook his head. "Me Sludge say Doom-human have _planet-sized_ glitch."

"Yeah, there's one on _every_ planet." Ben muttered.

"So he gives you Cybertronian tech, and you build an army for him." Sue said.

"_But on __**my**__ terms._" Doom replied. "_A critical error...for these machines are loyal to Doom, and __**only**__ Doom._" Moving to a control panel, he tapped a few keys. "_And once I finally decipher the mystery of this artifact, none shall stand against me._"

With that, the entire wall slid away...revealing a complex containment unit...and there, within it, was a basketball-sized metallic cube, with alien glyphs etched into its surface, glowing with an unknown energy.

"AllSpark Core-Module..." Grimlock whispered.

"_I had long suspected the object's extraterrestrial origin, but I had no way to determine its true nature._" Doom continued. Chuckling, he finished, "_And then, Megatron arrived, gladly donating all the files required to adapt my Doombots with Cybertronian technology, as well as the data he had on this 'AllSpark,' at long last shedding light on its true nature...and once I determine how to access its power..!_"

But Doom got no further, as the castle lights suddenly began to flicker, the computer-screens suddenly shaking, locking up, with bits of unknown code corrupting them. "_What..?_" Doom said.

"Hey, Stretch...isn't that the same kinda crud that was cluttering up our system, a day or two ago?" Ben asked.

Reed smiled. "Well, Victor, it looks like Megatron left you a lot _more_ than just blueprints!"

Suddenly, Swoop perked up. "Decepticon coming!" he squawked. His optics widened. "It _Megatron!!_"

Seconds after Swoop's warning came, jet-engines echoed from outside...before the rear wall exploded, as jet-form Megatron burst through. Instantly, the Great Slag-Maker assumed robot-mode, smiling evilly. "_A little systems-trouble, von Doom?_" he mocked.

"_Disable your virus, machine._" Doom snarled. "_I am in no mood for games._"

Megatron smirked. "_No-one commands me, organic._" he sneered. "_Did you honestly think yourself – you, a __**fleshling**__ – to be equal to __**me?**__ Come, surely not._"

Grimlock bared his fangs. "_No more talk!!_" he roared. "Me Grimlock _scrap_ Megatron!!" With that, he charged at Megatron, transforming instantly, as his fellow Dinobots followed suit.

Megatron met Grimlock's charge head-on, as the Dinobot leader forced him back a few feet...before Megatron shifted his weight and _tossed_ him into the charging Slag, knocking them both down. As Sludge came at him, Megatron slammed him with a kick, before backhanding him to the side, smashing him through a wall. Swoop and Snarl both opened fire, but Megatron took the hits without even flinching, drawing his flail and smashing them both aside.

"_Our_ turn!!" Johnny exclaimed. "_Flame-on!!_"

"_It's __**clobberin'**__ time, Tin-Grin!!_" the Thing bellowed, as he ran straight at Megatron, while the Human Torch flew at the Decepticon Lord.

Shrugging off Johnny's flame-blasts with a gritted jaw, Megatron grabbed the Torch, pulled back, and _threw_ him straight at Ben,sending them both sprawling. "_'Clobbering time,' indeed._"

Then, shuddering as a kinetic pulse took him in the back, Megatron turned, his optics automatically locking onto Sue's heat-signature. "_Your invisibility is useless against Cybertronian optics, organic female._" he sneered, swinging his flail and sending the shielded Sue flying.

As he turned back, Megatron was nearly knocked off his feet by a barrage of both spell-bolts and laser-blasts from Doom and his drones. "_One crosses Doom at their own risk, machine!!_"

Megatron snarled. "_And to strike Megatron is to invite __**oblivion**__, organic!!!_" he roared, forming his cannon and taking aim...

Instantly, Mr. Fantastic stretched out, grabbed Megatron's cannon and pulled it to the side, causing Megatron's shot to go wide, as the anti-matter blasts detonated miles away...and causing the shockwave to rip through Doom's castle, sending them all flying outside, to land hard on the ground.

Slowly, Reed, Sue, Johnny, Ben, the Dinobots, as well as Doom and his drones stood up. "Sue, are you okay?" Reed asked.

Smiling wearily, Sue nodded. "I'll live."

"Stupid slagger." Snarl growled. "Get blasted by own shot..."

Suddenly, the rubble from the castle shifted, as Megatron stood up, unphased. "_Dang,_" Ben muttered, "this bastard just _doesn't_ go _down..._"

"_Your cause is hopeless, machine._" Doom snarled. "_You cannot defeat my army, nor can you circumvent them; your own anti-viral systems saw to that._"

The drones all echoed as one: "_Doom's word is law._"

Megatron chuckled. "_Yes...you built them all based on our designs, didn't you?_" he said. "_Well, von Doom, under most circumstances, your toys might give me pause...but, as you can see..._"

He smiled cruelly, holding up the AllSpark's Core. "_...these aren't 'most circumstances'._"

At those words, a wave of energy pulsed from the AllSpark's Core, passing through them all, not affecting Reed, his team, the Dinobots or Doom at all...but as it touched the Doombots, they instantly began to change, shifting and morphing into _infinitely_ more fearsome forms...all resembling _Megatron._

Megatron smiled. "_**Whom**__ do you serve?_" he asked. The drones all responded as one...but with a different answer.

"_ALL HAIL MEGATRON!!!!_"

Megatron chuckled. "_**Much**__ better._" he said. To Doom, he added, "_I knew you possessed an AllSpark fragment the very moment I arrived in this country, von Doom; I had only intended to use you to build my new army – after all, why waste resources and time when I could find an organic stupid enough to do it __**for**__ me – but the Core was the 'icing on the cake,' as you might say._"

He smirked evilly. "_But I am a mech of my word, von Doom; if there is anything left of this planet when I am through with it, you may do with it as you like!_" Then, with a cruel laugh, Megatron assumed vehicle-mode, and flew off, heading for New York...followed by his new army, all assuming vehicle-mode and flying after him.

When Megatron was gone, Reed glared at Doom. "Was it _worth_ it, Victor?" he asked coldly. Then, he turned back to the others. "Let's go." he added. "We'd better call Optimus; Megatron will be coming down their throats any _minute_, now!" With that, they headed off...

...leaving Doom alone with his thoughts.

XXXXXXXX

_Queens, New York_

The teleporter beam had dropped Mary-Jane and Bumblebee just within the outskirts of town, enough for them to drive in without anyone noticing. Normally, Mary-Jane would have found the sunrise beautiful, but she couldn't concentrate on that, now.

The man she loved was likely about to dive head-first into the biggest battle the city – maybe even the _world_ – had ever seen...and she was powerless to help him..!

"You okay, MJ?"

Mary-Jane sighed. "Sure," she muttered, "if being forced to watch from the sidelines as Peter risks his life yet _again_, only for bigger stakes than ever before!" She absently clenched her fists in frustration. "I _hate_ this, 'Bee; I _hate_ not being able to help him! Peter could very well be _killed_, and there's nothing I can _do_ about it!!"

At that, Bumblebee stopped. "Mary-Jane...Peter would want you to be safe..."

"...and I want _him_ to be safe." MJ whimpered, as tears started to well in her eyes. "I'd do _anything_ to help him..."

Bumblebee paused. "Even if it meant risking your life?"

Mary-Jane nodded. "I don't _care._" she said. "If I could have helped...but didn't..." she didn't finish. "I _have_ to."

Mary-Jane could practically _feel_ the smile in Bumblebee's voice. "Oh, yeah, MJ; Pete sure picked a _keeper._" Then, his radio began to tune...before sounding like a dial-tone...

"_Hello? Witwicky residence, Carlie speaking._"

Bumblebee chuckled. "Hey, Carlie."

There was a pause. "_'Bee?!_" Carlie exclaimed. "_Oh my gosh, how are you?! Sam said he talked to you!_"

Bumblebee laughed. "Oh, I'm fine, considering." he answered. Sighing, he added, "I'm afraid this isn't a social call, though; can you put Spike on the phone?"

"_Sure!_" Carlie answered. There was a momentary pause...

"_Hey, 'Bee. How are you guys doing?_"

"Same as always."

"_Ouch. That bad, huh?_"

"Pretty much." Bumblebee said. "That's kinda why I called, Spike; you still got that rig that 'jack knocked together for you?"

"_You bet._"

"It still work?"

"_Hell, yeah!_" Spike replied. "_Why?_"

Mary-Jane smiled in dawning realization as Bumblebee chuckled, changing course. "Just prep it and get a training-program ready, Spike; I'll explain on the way..."

XXXXXXXX

_Author's Note: I am SO sorry about the delay; I've been busy with classes, this past week. Thank you for your patience!_

_Coming Soon:_

_The lines are drawn…_

_The AllSpark has been revealed…_

_Will the ultimate power fall into Megatron's hands?_

_Will the Autobots defeat the Decepticons once and for all?_

_And will New York and Earth's heroes be standing when the dust clears?_

_Find out, when "The Battle For The AllSpark" comes to its cataclysmic conclusion…_


	10. The Battle For The AllSpark, Part Two

CHAPTER NINE: THE BATTLE FOR THE ALLSPARK, PART TWO

_"All organic life is fundamentally flawed; that is a constant fact throughout the cosmos...but nowhere is it more apparent than on the planet Earth. These pathetic humans and their pitiful civilization disgust me, more so __**now**__ than when I first laid optics upon them, simply because of the fact that their feeble gelatinous processors cannot grasp the most simplistic solutions to their problems; they lack the pure, machine-like clarity to do what is __**logical**__, and, instead, allow organic hormone-based 'emotions' to cloud their judgement. Their inability to grasp the simplest of solutions is laughable. Famine? Re-direct resources away from non-productive citizens. Natural disaster? De-construct existing shelters for raw materials to create ones better capable of enduring harsh conditions. Plague? Destroy the infected. Perhaps once the crises are averted, one can afford the luxuries of lamentation, and even regret that extreme measures were necessary...but these stupid organics lament their falling civilization, while doing nothing decisive to avert the fall. There is one simple solution, though no organic will ever conceive of it: peace through tyranny." – Megatron, Supreme Decepticon Lord._

_New York City, New York, November 14, 2007_

It was early in the morning when Fisk led them to one of his warehouses on the east side, with the rising dawn casting eerie shadows across the street. As Fisk's limo pulled up to the warehouse, Spider-Man touched down nearby, as the Autobots all came to a stop in front of the warehouse. "What you're looking for is in here." Fisk said, as the Autobots all transformed. "I don't know _why_ you want it; I've never been able to figure out what it does..."

"You wouldn't have been able to, Fisk." Optimus said. "The Frame-Module of the AllSpark has no power of its own; it exists to control and regulate the spark-energy of the Core-Module – without it, the Core's energy is wild, and unpredictable; whatever energy it imparts on its own is short-lived, at best."

Fisk's eyebrows arched, as he smiled slyly. "So there's _another_ thing like this, elsewhere..."

"_Don't_ get any ideas, Shamu." Spider-Man warned. "Earth is in _enough_ trouble from power-hungry psychos wanting it."

"You heard 'im, pal." Ironhide growled. "Just open the Cog-damned thing, 'fore we get _fritzed._" At that, Fisk's eyes narrowed...before he moved to the warehouse door, and keyed in his security code; automatically, the doors slid open...

...revealing a _massive_, cube-shaped metallic frame-work, dwarfing even the _Autobots_, with large, cubic gaps in the frame of the metal, and countless alien glyphs etched into it.

Elita's hands went to her speaker. "Merciful _Primus..._" she whispered.

Slowly, reverently, Optimus walked towards the AllSpark's Frame-Module, stopping before it, kneeling humbly. "_...and the All-Creator did say, "By my life, I give thee all life; my spark to give thee spark; my will to give thee choice." And lo, from AllSpark came new life...and Primus saw that it was good._" he quoted.

"Thus say we all..." Jazz murmured.

Even Spider-Man was humbled, as he gazed upon it. This was a _divine_ artifact; the very thing that had given the entire Transformer _race_ life...

Fisk smirked. "I see that it is of great value to you." he said. "What's it worth to you?"

At that, Optimus turned, fixing Fisk with a glare that could have made even _Megatron_ bust an O-ring, before getting to his feet, and walking over to Fisk, looming over him. "The fate of your entire _species_ is at risk...and all you care about is your own _profit?_" he boomed. His optics narrowed. "We have a _word_ for sentients like _you_, Wilson Fisk."

"Oh, really?" Fisk asked. "And what might that be? 'Entrepreneur'?"

"_No._" Optimus boomed, leaning down to glare Fisk right in the eye, his voice portraying ultimate _disdain._

"_**Coward.**_"

At that, Wilson Fisk – the Kingpin of Crime, the biggest player in the New York underworld – was struck utterly _speechless._

"The AllSpark's Frame-Module makes this entire area a _target_, Fisk." Optimus continued. "Once Megatron finds out it's here – and he _will_ – he'll be coming after _you._ You want to know how you profit from us taking it? When we do, he'll be coming after _us_, instead."

Sunstreaker frowned. "As if he wasn't, already."

Fisk gulped. "Fair enough."

"_Good._" Optimus said. "Now go, and may Primus save you...if it is right that He _should._" With that, Fisk scowled, before he turned, and headed to his limo.

Spider-Man blinked. "Optimus?" he whispered. "Can...can I carry your books home after school?" He paused briefly. "For the rest of my _life?_"

Ironhide chuckled. "Kiddo," he said, "if'n we don't get the Frame-Module out of here, that ain't gonna be _long._"

"Ironhide is correct." Optimus said. He tapped the side of his helmet, activating his radio. "Prime calling Aeon."

"_Blaster here, Prime! What's the download, Big O?_"

"We've located the Frame of the AllSpark, and we need an immediate beam-out." Optimus answered.

"_No can do, Chief! That baby's kickin' up one SERIOUS residual energy-field; the Aeon can't get a fix!_"

Optimus frowned under his face-plate; that _also_ meant that the _Aeon_ wouldn't be able to give air-support. "Notify Skyfire; tell him we need to air-lift the Module out of here!" he instructed. "Skyfire has orbital flight capabilities, and we may need Powerglide on the surface."

"_10-4, Fearless! 'Fire's got the shout-out; ten nano-cycles from now, you'll be prime, Prime!_"

"Good work, Blaster; inform Skyfire to wait for further instruction once he's within city limits. Prime out." Optimus said.

"Sounds like we've gotta keep the 'Cons off our afts for ten nano-cycles." Sideswipe said.

"Correct." Optimus replied, before switching on his radio again. "Captain, what's the status on the evacuation?"

"_We've got the immediate area around you mostly cleared, Optimus,_" Cap replied, "_but it's slow going, even with Ratchet, Prowl, Hound, Wheeljack and the X-Men assisting._"

"Understood." Optimus said. "Do what you can; with any luck, we can e-vac the AllSpark's Frame before..."

Suddenly, another voice came in over Optimus' radio. "_Optimus, this is Reed; can you hear me?_"

"Prime here, Dr. Richards. What's the situation?" Optimus asked. "Have you recovered the Core-Module?"

"_I'm afraid that Megatron beat us to it, Optimus._" Reed answered. "_He got a hold of it before we could, and used it to transform the modified Doombots into his own private army, before taking off...and you don't __**have**__ to be a genius to figure out where he's headed!_"

"_Slag._" Optimus cursed. "Contact the _Aeon_; have Blaster 'port you, your team, and the Dinobots to New York – this is going to get _ugly._"

"_Understood, Optimus. Reed out._"

Spider-Man noticed Optimus' expression. "_More_ trouble, right?" he said. "Let me guess...Megs found the other part of the AllSpark, and is heading here to get _this_ part."

"Along with an army of transformed Doombots." Optimus said.

"Of _course_ he is."

Sunstreaker groaned. "It's _official_: things could _not_ get _any_ more slagged-up than they already are..."

"We've got incoming!" Elita exclaimed. "Three Decepticon signatures; two in the air, and one on the ground!" She paused. "It's Barricade, Blackout, and Starscream, all closing _fast!_"

Optimus' optics narrowed. "Defensive positions, Autobots!" he ordered. "We _have_ to keep them _off_ this position!"

Spider-Man glared at Sunstreaker. "You _had_ to say it, didn't you?" he muttered, before he followed Optimus and the other Autobots, to repel the incoming Decepticons...

XXXXXXXX

_A few minutes earlier_

By the time that Starscream, in vehicle-mode, had entered New York City airspace, he could detect Blackout and Barricade on his sensors, circling the city; _perfect._ "Starscream calling Blackout and Barricade; new orders from Megatron – we are to proceed to eastern industrial sector and engage the Autobots."

"_I didn't hear anything about any new orders, Starscream._" Blackout replied.

"They just came through; Soundwave verified it, himself." Starscream countered. "Authorization code Epsilon-5-Viron-Sigma-Niner."

Barricade paused over the radio. "_Well, it looks like it checks out..._"

"_Hang on._" Blackout muttered. "_I was just talking to Soundwave, a few nano-cycles ago, 'Screamer; he never mentioned any 'new orders'._"

"That's because he hadn't _received_ them, yet, Pit-spawn." Starscream snapped. "As soon as I got in range, Soundwave contacted me."

"_Well, why didn't he contact any of __**us?**_" Blackout shot back.

Starscream bit back a curse; Blackout wasn't buying it. "Listen, slag-pile, if _you_ want to explain to Megatron why we lost the other part of the AllSpark because you were questioning his orders, that's fine with me." he snarled. "Where do you think the Autobots were _heading?_ If we secure the second component of the AllSpark, victory is assured!"

"_Hate to say it, Black, but 'Screamer's got a point._" Barricade said. "_Lord Megatron said that we were to hold positions until he secured the AllSpark's Core...but we'll be showing some initiative by securing the Frame for him!_"

Blackout muttered to himself under his processing...before he said, "_Very well; we will proceed. Altering course to intercept._"

As his sensors showed his two 'comrades' altering course, Starscream chuckled to himself. The fact that Megatron employed such _buffoons_ was proof of his inferior leadership...which Starscream had _every_ intention of rectifying...

...as soon as he got _rid_ of them.

XXXXXXXX

As he caught sight of the two airborne Decepticons on the horizon, a single thought went through Spider-Man's head, underneath the background noise of his spider-sense going completely _gonzo._

'_Oh, crap._'

As Optimus, Ironhide and Elita opened fire on the diving F-22, it shifted into the menacing metal form of Starscream, who took aim with his wrist-mounted missile-launcher, firing a full barrage. "_Scatter!_" Optimus ordered, and Spider-Man and the Autobots promptly spread out as the missiles hit, blasting the surrounding empty buildings apart.

As Starscream touched down, Spider-Man fired a web-glob at him, gumming up his optics, before hopping up on top of his head. "Hiya, Screamy! Guess who?"

"_YOU!!_" Starscream roared, ripping off the web, before swatting at Spider-Man, who leapt away...giving Elita enough time to _paste_ Starscream with an EMP-surge, stunning him, before Optimus sent him flying with a laser-rifle-blast.

By then, Blackout had caught up with the former Air Commander, and had fired his own salvo of air-to-ground missiles, reducing the already-torched immediate area to rubble...but missing Ironhide, who returned fire. Blackout managed to evade most of the shots, but one cannon-shell took him square in the nose-cone, forcing him to transform, landing on the ground. As Ironhide charged at him, Blackout met his charge, before slamming his knee into Ironhide's torso, following the attack with a hard left hook, which Ironhide blocked, countering with a metal head-butt, dazing Blackout and pushing him back...giving Jazz the opening he needed, as the Autobot ace gunner peppered Blackout with a _maelstrom_ of bullets, forcing him to transform and fly off.

As Jazz popped a fresh ammo-clip into his machine-gun, he was sent flying by a charging police-car, before Barricade transformed, extending his bladed flails, ready to _smash_ the hated Autobots. Sideswipe and Sunstreaker both opened fire at him, but Barricade rolled to the side, retracting one flail, and morphing his free hand into a missile-launcher, firing on the two Autobot assault experts, forcing them to dodge to the side...giving Barricade a free shot at the recovering Jazz. Barricade smiled savagely, as he extended his other flail, stomping towards Jazz...

...and tripping over his feet, falling flat on his face.

Spider-Man chuckled as he let go of the web-lines he'd fired across Barricade's path. "Man, that trick _always_ works!" he laughed. "All yours, Jazz!"

Laughing, Jazz stood up, and took aim at the recovering Barricade. "So long, scrap-head!" he declared, before unloading a full clip at Barricade, tearing chunks out of his armor and sending him flying.

After Starscream had recovered, he'd quickly assumed vehicle-mode and flown off, evading a rain of laser-fire from Optimus' rifle. His optics narrowed, Optimus quickly loaded another shell into his shoulder-cannon...and waited, watching the skies for the heat-signature of an F-22...

_To the left!_

In less than a _fraction_ of a nano-cycle, Optimus spun to his left, extended his cannon and fired at the approaching Starscream, who had already transformed and was readying a missile-salvo. Starscream's single red optic went wide...as he barrel-rolled to the side...causing the shell to sear _past_ him.

Optimus scowled to himself; "Spark-Smasher"-Class shells had many advantages – high speed, high damage, heavy stopping power – but their _one_ real limitation was the lack of any target lock-on ability...which was _sorely_ felt against a 'Con as fast as Starscream.

As Starscream rolled to the side, his missile-salvo fired wide...missing Optimus completely...but heading towards a nearby city-block, just a few feet away from where Spider-Man and Jazz were...

Spider-Man was just about to web-zip out of there...when he heard a faint sniffling. Turning, Spider-Man's eyes went wide, as he saw a little girl, no older than 9 or 10, standing on the sidewalk, holding a little Calico kitten...

...standing right in the path of Starscream's missiles..!

Jazz saw her, as well, his optics going wide. "_PRIME!! Anti-air cover!!!_" he shouted, as he ran in front of the little girl, standing between her and the projectiles, opening fire and shooting every single missile down with expert accuracy.

Starscream smiled wickedly, as he saw his chance. "Open fire!!" he shouted to the recovering Blackout and Barricade. "_Bring the Autobot scum down!!_" With that, all three Decepticons fired multiple missile salvos at the pinned-down Jazz.

"_AUTOBOTS!! Back him up!!_" Optimus thundered, as he and the other Autobots targeted the missiles and opened fire, shooting many of them down...but not all of them...

"_Web-Head!!_" Jazz shouted as he kept firing. "_Get the kid out of here!!_" Spider-Man didn't need any more instruction; he darted behind Jazz and scooped the little girl and her kitten into his arms...

His optics narrowed in determination, Jazz kept firing, until only ten missiles were left coming at them...then nine...then seven...five..!

_CLACK!_

Jazz's optics went wide with horror as his gun-barrel jammed...before they narrowed in determination, as he braced himself to take the brunt of the blast, and give Spider-Man and the kid a chance..!

_**BOOOOOOOM!!!**_

The missiles took Jazz square in the torso, sending him crashing into the building behind him, absorbing enough of the blast so that only the shockwave sent Spider-Man and the little girl flying to the side. Spider-Man managed to land on his back, skidding a few feet; his back _ached_, but at least the kid and her kitten were okay. "Ugh...you alright, sweetheart?"

"Uh-huh." the little girl whimpered. "T-These nice people in black costumes came to our house and we had to leave..." she hugged her mewing kitten a bit closer, "...b-but I _couldn't_ leave without Mittens..."

'_The X-men._' Spider-Man thought. "Sweetheart...can you get home from here?" he asked.

The little girl nodded. "Mommy and Daddy said they'd wait."

"Then run home, honey; as _fast_ as you can." Spider-Man answered. "We'll just keep these bad metal bozos busy."

"Okay." the little girl said. "Thank you...and I hope Mr. Robot is okay!" With that, she hurried off.

'_Oh, man...JAZZ!!_' Spider-Man thought, darting over to check on his fallen comrade...but stopped as Barricade stomped into view.

"Bet you thought that little trick was pretty _funny_, huh, squishy?!" Barricade roared, as he morphed his hands into automatics. "Well, it won't be as funny as _me_ smashing you into a..!!!"

_BLAM!!!_

Barricade's threat was cut off as a plasma-energy blast sent him sprawling, as a silver-armored mech, a tiny bit shorter than Bumblebee, stomped into view, its left arm changing from a plasma-cannon into a regular hand. Unlike _other_ mechs, though, instead of a head, _this_ one had an opaque, black-glass dome...which suddenly turned transparent...

...revealing none other than Mary-Jane sitting in the mech-suit's cockpit, clad in a silvery bodysuit, a headset clipped over her head, as she worked the controls, an angry expression on her face. "_Keep your metal mitts off MY man!!!_" she shouted over the speaker, before sending Barricade flying with a punch, her mech-suit's dome going dark, hiding her identity, once more. Snarling, Barricade started to get up...but he was sent flying as a 1975 Camaro plowed into him, before Bumblebee transformed and _pasted_ him with his plasma-spreader, knocking him back another fifty feet. Slowly, Barricade stood up...

...and saw the furious cobalt optics of Optimus Prime.

Optimus' optics narrowed; enough was enough. He separated his rifle into two revolvers, clipping one to his side, before extending his wrist-blade...and charging straight at Barricade, full-force, before driving the ion-edged sword-blade _deep_ into Barricade's torso...right into his laser-core. But the Prime didn't stop there; he brought his revolver up, pointed it at Barricade's head, and fired, point-blank.

The shot sent the Decepticon flying back, gone before his empty shell even hit the concrete, his spark utterly overloaded, as his metal corpse clattered to the ground like so much _scrap._

Blackout's optics widened in horror as he saw Barricade go off-line. "_Fall back!!_" he shouted, before he shifted into vehicle-mode and flew off. Snarling in fury, Starscream followed him.

The crisis averted – albeit momentarily – Spider-Man turned to Mary-Jane and her mech-suit. "MJ..._what the hell?!_"

Inside the suit, Mary-Jane chuckled, gesturing to her cast-iron duds. "You like?"

"What are you _doing_ here??" Spider-Man cried.

"Helping you."

Spider-Man was about to reply, to tell her how absolutely _nuts_ she was...when an electronic groan came from the rubble of the ruined building. Spider-Man's eyes went wide, as he ran to Jazz's side...and stopped dead in his tracks as he saw him. "J-Jazz..?"

Jazz's upper body was in fairly good condition...though his blue visor was flickering. "Ugh...that you, Web-Head?" he groaned. "Did the kid get clear?"

Spider-Man could barely speak. "Y-Yeah."

"Good." Jazz said. "I'm okay...'cept that blast shorted out m' optics...they're bootin' back up now...an' I can't get any feedback on m' legs. How bad is it, kiddo?"

Spider-Man looked at Jazz's lower body; his legs were twitching weakly, with exposed wires sparking...from where his upper and lower body were _separated by about a foot._

Mary-Jane suppressed a sob.

"B-Bad?" Spider-Man stammered, weakly smiling. "You're...you're _fine_, pal; never looked _better!_ You...you just got your paint dinged a little, that's all..."

Jazz chuckled. "Word of advice, kiddo; don't try to pull a fast one on a mech that can detect stress-levels in vocal patterns." he said...before his tone turned grave. "It's...it's bad, isn't it?"

By then, the rest of the Autobots had gathered around their fallen comrade. "Oh...oh no..." Elita murmured softly.

Jazz groaned. "Well, that answers _that_ question."

Optimus quickly switched on his radio. "_Ratchet!! Get your aft over here, NOW!!!_" he ordered. He then turned his gaze to Jazz. "Just...just take it easy, old friend; don't try to move..."

"_Ratchet here, Prime. What's the situation?_"

"Jazz is hit!" Optimus said. "Get a Core-support kit over here, _now!!_"

"_Understood, Prime! I'll be there in a nano-cycle! Ratchet out!_"

Optimus then switched frequencies. "Prowl, what's the situation?"

"_The immediate area around you is clear of civilians, Prime, but we don't have enough time to evacuate any more of the city._" Prowl replied. "_Dr. Richards and his team, along with the Dinobots, have just 'ported to our location...and just in time; we've just picked up Megatron's signal – he and his new toys are headed straight for you, along with the rest of the 'Cons._"

Optimus' optics narrowed, as he broadened his transmission. "This is Prime to all Autobots and allied forces; fall back towards our position – the Decepticons are headed for _us_, and we need to hold them off long enough to get the AllSpark's Frame out of here. Prime out."

With the re-deployment taken care of, Optimus turned to Bumblebee and Mary-Jane. "Miss Watson...what in _Primus'_ name are you _doing_ here?" he demanded, his optics narrowed. "And I remember giving you _specific_ orders to take her to her home, Bumblebee..!"

"This is _my_ world, too, Optimus." Mary-Jane replied. "I _have_ to help protect it, in whatever way I can. That's why Spike lent me this thing."

"She's actually pretty good, Prime; she seems to have gotten a good download on the training-program," Bumblebee said, "and right now, we're down one mech..."

"I'm not scrap _yet_, 'Bee!"

Optimus groaned...before he nodded. "We'll discuss this later, Bumblebee." he said, before turning to MJ. "For the moment, Miss Watson...you may assist."

Inside her mech-suit's cockpit, MJ smiled. "I won't let you down, Prime!"

By then, Ratchet in vehicle-mode had arrived; as he shifted into robot-mode, he caught sight of the fallen Jazz, and his optics widened...before narrowing determinedly, as he got to work. He quickly knelt by Jazz, taking out an electronic device and affixing it to Jazz's torso. "Jazz, this will re-direct Energon flow so you don't drain out," he said hurriedly, "but you _need_ to initiate stasis-lock, right now; that should slow energy-depletion enough for us to get you aboard..."

"_No_, Ratch." Jazz said. "No s-lock; pal of mine went into stasis during the 'Cons' incursion into Kren-Dar Two – damn 'Cons popped him the second he went in. _Not_ doing it."

Ratchet's optics narrowed. "Cog-_dammit_, Jazz..!"

"He's right, Ratchet." Optimus said. "This place is about to become a hot-zone; in stasis, he'd be a sitting drone."

Ratchet slowly stood up, looking his Commander in the optic. "Prime...if he doesn't conserve energy enough to last him until we can get him on the _Aeon_, I _can't_ save him..!"

"'S okay, Ratch." Jazz murmured. "Knew the risks...someone's gotta watch yer afts..."

Ratchet suppressed a groan...before he nodded. "Power-down _all_ non-essential systems except for sensors; _only_ power-up combat systems if a 'Con is practically right on _top_ of you...and you might still have a chance."

Jazz nodded, as he hefted his machine-gun into his hands. "Got it, Ratch; I'll stay put, and hope that none of the 'Cons notice me."

Optimus looked grim. "Hang on, Jazz; we'll have you out of here, soon..."

"Don't worry, Prime; I'm not plannin' on goin' off-line...not like _this._"

Optimus smiled weakly...before his optics narrowed in determination. "_Autobots: TRANSFORM AND ROLL OUT!!_" he ordered; at that, every Autobot shifted into vehicle-mode, as MJ's mech-suit shifted into a high-tech-looking motorcycle, before driving off to meet up with the others, as Spider-Man fired a web-line, and swung after them.

After a few minutes, the Autobots met up with the Ultimates – including the Hulk – the X-Men, Doctor Strange and the Fantastic Four, along with Prowl, Hound, Wheeljack, and the Dinobots, just a few blocks away from the Frame-Module's location. "So, what's the plan, Prime?" Prowl asked.

As Optimus and the other Autobots resumed robot-mode, Optimus checked his internal timer...and frowned to himself. "Try not to get scrapped for the next five nano-cycles."

Hawkeye chuckled grimly. "Always a good idea."

"A simple plan," Strange agreed, "but in this situation, simplicity is best."

The Hulk frowned. "_Just leave smashing to Hulk._"

"Easy, big guy." Iceman quipped. "Plenty of smashing to go around."

"No kidding." Wolverine grumbled. "Von Doom just _had_ to build better Doombots, _didn't_ he?"

"With Megatron bringing reinforcements, we're going to need air-support..." Cap said.

"_No_, Captain." Optimus said firmly. "_No_ Earth technology. Now that Megatron has the Core-Module, he can – if only temporarily – transform Earth's machines; if any military vehicles enter the kill-zone, they'll be in danger."

"Prahm's right." Ironhide grumbled. "Fer now, we're on our own."

Marvel Girl's eyes went wide. "So...what will we do?"

"Like Prime said, Jean," Quicksilver said, "try not to get killed."

Cyclops frowned. "Always easier said than done."

"If only we just had some way of neutralizing those drones." Reed said. "_Damn_ you, Victor..."

Suddenly, Optimus picked up an incoming transmission on his radio...and his optics narrowed as he identified the sender. He put it through to his holographic imagers, projecting a hologram of the sender from his optics. "What do you want, Victor von Doom?" he snapped.

The holographic Doom folded his arms. "_The great Optimus Prime._" he replied. "_We meet at last._"

Sue's eyes narrowed at the hologram. "You've got _some_ nerve, contacting us _now_, Victor!"

"Prime, the Aeon's locking a targeting solution onto his location, now!" Prowl said. "Give the word, and we'll _fry_ him!!"

"Wait your _turn_, Prowl!" Cap shouted. "Doom, you give us _one good reason_ not to drop a _nuke_ on you, right _now!!_"

"_Aside from the fact that you have more pressing concerns,_" Doom said, "_I am about to give you all a sporting chance against Megatron._"

Shadowcat blinked. "_What??_"

"You want to _help_ us??" Wasp added.

"Nice try, Doomsie," Ben rumbled, "but we ain't buyin' it."

"He's just blowin' steam." Johnny agreed. "Prowl, give him the _business!_"

"_Though I knew that Megatron's betrayal was imminent,_" Doom continued, "_I had initially assumed that I would terminate our agreement first...but Doom leaves nothing to chance._"

"_What are you saying?_" Iron Man asked.

"_When I built my new Doombots, I based them largely on Decepticon structural readouts...but I installed my own modifications..._" Doom replied, "_...including a means of countering Megatron's treachery._"

Reed's eyes widened. "A failsafe?"

Doom nodded. "_I discovered that it was possible to broadcast a signal that should shut down the Doombots' systems._" he answered. "_This programming is hard-wired into their core memory; it is unlikely that Megatron knows of it._"

"So why didn't _you_ broadcast the signal?" Hound asked.

"_My own systems are currently inoperable, machine; it was challenging enough to contact you._"

Thor's eyes narrowed. "Methinks this doth sound odd, my friends. How can we be sure that this 'agreement' truly _is_ terminated?"

"Thor's right, Doom." Scarlet Witch agreed.

"Why _should_ we trust you?" Storm added.

"_Because you currently have no other option._" Doom replied. "_This signal should deactivate the drones..._"

"'_Should_'??" Giant Man exclaimed. "You don't even _know?!_"

Doom's eyes narrowed. "_Though I am certain of its efficacy on my Doombots, Pym, I did not anticipate the...unique nature of Megatron's subversion. The signal __**will**__ deactivate them...but I cannot guarantee that it will be for long._" he answered. "_However, since the Doombots are so closely based on the Decepticons, it is entirely possible that this signal will – if only momentarily – disable them, as well._"

Optimus' eyes widened. "You're certain of this?"

"_Absolutely._" Doom said. "_Be noted, however, that the systems of Megatron and his ilk are undoubtedly more robust; at best, you will only have a few seconds...but it should be enough to disarm Megatron._"

Reed's eyes narrowed. "You still haven't answered our question, Victor." he said. "Why should we believe that you want to help us?"

"_I __**don't**__ wish to aid you, Richards,_" Doom said, "_but these machines have made the grave error of thinking Doom a fool._" His eyes narrowed. "_I intend to make them regret it. I am sending the signal to you now; do with it as you see fit – my conscience is clear on the matter._" With that, the transmission ended.

Spider-Man shook his head. "'Doom' and 'conscience'..._there's_ two words I never thought I'd hear in the same sentence."

"Bug-human right." Grimlock said. "Doom-human need _serious_ de-bugging."

By then, Reed had downloaded the file to his PDA, going over it...and his eyes widened. "Wheeljack, take a look at this!"

At once, Wheeljack downloaded a copy of Doom's file. "Hey...this _could_ work!" he exclaimed. "Based on these schematics, it looks like Doom's drones contain an auxiliary power-generator similar to a laser-core; _that's_ how Megs must have taken control so easily – the schematics were based on _his_ design!"

"Your point?" Hawkeye said.

"Doom seems to have stumbled onto an Ultra-High Frequency signal that triggers a 'Con's laser-core to go into recharge-mode." Wheeljack explained. "_Every_ Transformer, 'Con or Autobot, has to power-down their cores in order to recharge...and this signal must trigger that specific subroutine!"

"Wait..." Shadowcat said, "...you're saying that we can put them all to _sleep??_"

"Only momentarily." Reed said. "The Decepticons' recharge-cycles must be precisely timed, so if they power-down ahead of schedule, their systems will likely boot them up again, right away..."

Wheeljack nodded. "...and Megatron will undoubtedly jam that signal, as soon as he figures out what we did..." he continued, "...but it _should_ give us enough time to get the Core-Module away from him!"

"What will you need to broadcast?" Optimus asked.

"We'll just need an antenna, since we'll only be broadcasting over this immediate area." Reed said, before pointing to a nearby rooftop, with a single satellite dish atop it. "_That_ should do!"

"Wheeljack, help Dr. Richards and his team set up the broadcast." Optimus instructed. "As for the rest of us, we'll have to hold the Decepticons back, for as long as we possibly can!"

"Good plan." Hawkeye said. "And just in time, too..._'cause here they come!!_"

XXXXXXXX

_A few minutes earlier_

After falling back to the rendezvous point at the west side of the city, Starscream scowled as he saw Soundwave pull up as he and Blackout touched down, while Astrotrain circled the area above. "_On whose authority did you two attack?!_" Soundwave snapped, his normally-monotone voice edged with anger.

Blackout blinked, confused. "Why...why _yours_, Commander..." he stammered. "Starscream notified us that Lord Megatron had given you further orders..."

"_I gave no such orders, Blackout._"

Starscream felt his spark pulse with rage as Megatron dropped out of the sky, transforming and landing on his feet. "M-My Lord!!" Blackout stammered.

Megatron's red optics narrowed. "_You should have known better than to trust Starscream, Blackout._" he reprimanded...before his malevolent gaze fell to Starscream. "_Your treachery is exceeded __**only**__ by your __**incompetence**__, Starscream._"

Starscream thought fast. "L-Lord Megatron, I only though..."

But he was cut off as Megatron grabbed hold of his neck, and pulled him up to glare at him. "_Do you think I am blind to your ambitions, Starscream?!_" he roared. "_Your treachery cost us Barricade, and it would have cost us Blackout, had he not had the sense to withdraw!!_" His face twisted in a _terrifying_ scowl. "_You have outlived your usefulness, my former Air Commander; if we did not have need of every decent fighter in this campaign, I would scrap you, here and now...but I suggest that you pray to be scrapped honorably in battle, today, Starscream...for if you are not...I will rip out your spark __**myself**_"

As he held up the glowing Core-Module, Megatron smiled cruelly, finishing his sentence. "_...and __**replace**__ it with a more __**loyal**__ one._"

"_Your orders, Lord Megatron?_" Soundwave asked.

Megatron smiled savagely, as he released Starscream. "_Today, my friends, we will claim what always should have been ours, and rid ourselves of Optimus Prime and his Autobots once and for __**all!**_" he declared. "_Astrotrain, you and the Constructicons will attack after our new drones engage the Autobots and the humans, followed by the rest of us!_"

Laughing, Megatron raised his arms to the sky...as countless transformed Doombots swarmed from the reddening sky, flying towards the Autobots' location. "_The war ends TODAY!!_" he crowed, before he transformed, and flew off, his voice stirring the others to action.

"_DECEPTICONS, ATTACK!!!_"

XXXXXXXX

"_...here they come!!!_"

Almost instantly after Hawkeye's exclamation, a massive swarm of transformed Doombots dove out of the sky, heading straight for them. "_Autobots, you are weapons-free! OPEN FIRE!!!_" Optimus shouted, as he drew his revolvers and combined them into a rifle.

That was all the signal that their little band needed.

As the drones drew within weapons-range of them, starting to open fire in an endless rain of laser-blasts, they were met with equal firepower; Thor hurled lightning bolts, Iron Man unleashed repulsor rays and missile barrages, Scarlet Witch fired hex-bolts, and Wasp let loose bio-electric blasts, joining with the Autobots' laser-fire to bring down dozens of drones...but more kept coming.

As the drones started to touch down, Quicksilver darted to and from them, unleashing high-speed-boosted punches, sending them flying, one right after another...but the drones quickly recovered, locking their weapons onto him, ready to fire at his next pass...

...and were melted into molten slag as Doctor Strange sent a wave of ethereal fire blazing through them, supplemented with Hound's machine-gun fire. As several drones hopped onto Hound's back, Dr. Strange levitated them right off, allowing Hound to grab them and _toss_ them into another cluster of morphed Doombots.

As one drone swung at her, Shadowcat simply phased herself through it, shorting it out. Turning, she saw two more come at her...but they were quickly snapped up in the metal jaws of dino-mode Grimlock. "Human make Decepticons break with touch!" he boomed, lowering his head. "Me Grimlock say human make me Grimlock do same!"

Behind Grimlock, Slag grunted in assent. "Me Slag say me smash drones when Grimlock and human break!"

Shadowcat quickly caught on. "Okay!" she agreed, before she hopped onto Grimlock's back, as the Dinobot leader began to stomp towards a large cluster of drones. Shadowcat closed her eyes, concentrating...and phased them both.

As Grimlock stomped through the cluster, every single drone that he touched shorted out...seconds before a stampeding Slag smashed them to bits.

Coming to a stop, Grimlock laughed. "Human scrap good!"

Shadowcat chuckled. "Well, I do what I can..."

But she got no further, as several high-powered blasts knocked her and Grimlock back...as the Constructicons stomped into view, still badly damaged from their previous battle.

As the Constructicons opened fire, Grimlock dodged to the side, getting Shadowcat out of the way...and giving Prowl the opening he needed, as the _Aeon_'s XO unleashed a rain of bullets on the Constructicons, momentarily pinning them down...seconds before a loud roar cut the air. "_Hulk smash robots!!!_" the Hulk exploded, running full speed at the Constructicons, and proceeding to beat seven kinds of slag out of them.

As the Hulk wailed away, Prowl quickly darted to the side, evading a salvo of missiles, as Astrotrain transformed and touched down. Strafing to the right, Prowl peppered Astrotrain with laser-blasts, but his shots _spanged_ harmlessly against the Decepticon's thicker armor. Astrotrain returned fire with another missile-salvo, sending Prowl flying...but the attack forced Astrotrain to take his attention away from Sludge; transforming, the Dinobot charged at Astrotrain and jabbed his lance right through the Decepticon's shoulder-joint. Roaring in pain, Astrotrain kicked Sludge away, before transforming, and flying off.

Near the rooftop antenna, Reed and Sue were hard at work, modifying the antenna to send the shut-down signal, while Ben, Johnny, and Wheeljack kept any curious drones at bay. "Uh, Reed? Sis? Any time, now!" the Human Torch exclaimed, while flame-blasting an incoming drone.

As another pair of drones touched down on the rooftop, the Thing grunted in exertion as his rocky skin absorbed the blast, before he punched it into orbit, as Wheeljack's blaster made short work of the second. "Not to rush you two or anything, Stretch, but it's gettin' kinda hectic, around here!"

As one drone fired on them overhead, Sue repelled its shots, before smashing it with a kinetic pulse. "I don't understand it!" she complained. "We should be getting more signal-strength!"

"This antenna wasn't designed to broadcast this type of signal." Reed diagnosed.

Suddenly, a helicopter flew overhead...before Shockwave shifted into robot-mode, touching down on the rooftop. "Inferior organic!" he sneered, readying his laser-cannon. "Your pitiful intelligence cannot possibly..!"

Wheeljack cut off his tirade with a blast from his weapon, as Johnny pasted him with flames, knocking him back...before the Thing ran at him. "_Clobberin' time_, metal-head!!" he bellowed, giving Shockwave a solid punch to the torso, knocking him _clean_ off the roof.

"Well, that's _one_ problem solved," Reed said, "but that still doesn't solve how we're going to get this signal working!"

"Try adding more power!" Wheeljack called. "A secondary generator should boost the signal strength!"

Mr. Fantastic blinked. "Where on Earth are we going to find a..?" he began...but stopped as he spotted a low-flying drone. "_Oh!_" With that, his hand stretched out and grabbed the drone, pulling it in before the drone could even react; in a matter of seconds, Reed had extracted its generator. "Okay...we just need another minute or two..!"

As Blackout flew overhead, Hawkeye peppered him with explosive arrows, while Ratchet fired a spray of bullets from his machine-gun forcing the Decepticon to transform, where Sideswipe and Sunstreaker opened fire on him. Blackout quickly rolled to the side, firing a missile-salvo at them...but the missiles stopped in mid-air, as Marvel Girl telekinetically sent them flying back at Blackout, knocking him for a loop, before Cyclops combined her telekinetic assault with one of his optic-blasts, compounding the damage.

Sideswipe and Sunstreaker quickly moved in to finish Blackout off, but they quickly rolled to the side, as Scorponok burst out of the ground, firing his claw-blasters. Marvel Girl quickly raised a TK-barrier, as Hawkeye fired another arrow, while Cyclops unleashed an optic-blast, striking Scorponok right in his optics, before Ratchet fired a volley into him, causing the mini-bot to screech and dive back into the ground.

As Blackout struggled to his feet, Captain America nodded to Sideswipe and Sunstreaker, before running straight at the recovering Decepticon, while the Twins laid down covering fire. Cap rolled right _under_ Blackout, stopping right behind him, before pulling back his shield, taking _very_ careful aim; this bastard's weak-spot was his power-core, located in his _torso_...he just needed an _opening..._

Blackout fired an energy-wave at the two Autobots, but Sideswipe and Sunstreaker dodged to the side, peppering Blackout with bullets, gradually hammering away at his torso-armor, until Blackout sent them sprawling with a missile-barrage, before turning towards Cap...

...allowing the Super-Soldier to get a good look at Blackout's torso, leaking sparking pink fluid from several cracks, dead-center.

_There!!_

His eyes narrowed, Cap let his shield fly, spinning it like a buzz-saw. Blackout quickly leapt aside, letting it pass by him...

Blackout laughed. "You missed, organic!" he sneered, powering up his energy-cannon. "I'd tell you to work on your aim, but you won't be online long enough to..!"

...and then the shield bounced off a wall, ricocheted off a lamp-post, and hit the concrete before whirling towards Blackout to take him _square_ in the chest, dead-center, burying itself _deep_ in his torso.

Blackout howled in utter _agony_ as his laser-core blew out, utterly destroying his spark, before the Decepticon went lifeless, falling over like a menacing metal statue...

...and the very instant that Blackout fell, as Scorponok burst out of the ground, ready to attack, he, too, screeched in agony, before falling over, utterly offline, without his connection to Blackout to sustain his spark-support systems.

Walking over to the offline Blackout, Cap grabbed his shield and pulled it out. "I don't miss, Decepticon."

After copying Storm's powers, Rogue and Storm both flew up above the battle-zone, generating a miniature hurricane above several dozen drones, while Iceman fired a frigid blast into the mix, freezing the drones _solid_, and making them an easy target; with a shrill squawk, Swoop dive-bombed the frosty mechs, destroying them with a well-placed missile-salvo. As Swoop climbed back into the air, he was sent spinning down to the ground by a missile-blast, as Starscream shot past, before executing a perfect turn, heading back towards Storm and Rogue.

Her eyes narrowing, Storm gestured, forming numerous mini-tornadoes in Starscream's path, but the Decepticon ace swerved and barrel-rolled away from each and every one. Transforming, Slag and Snarl opened fire on Starscream, clipping his wing, but not enough to stop him; Starscream simply transformed, taking aim at the two flying organics...

...until Wolverine – propelled by Ironhide's throw – landed on Starscream's back. "Remember _me_, bub?!" he snarled, before jabbing the claws of his left hand into Starscream, while extending his right-hand claws into the air. "_Hit me, 'Ro!!_"

Her expression mildly regretful, Storm concentrated...and called a lightning bolt down, which automatically struck Wolverine's metal claws, channeling the electricity through Logan and into the howling Starscream, shorting out his boosters and sending him plummeting into a death-dive, throwing the singed Wolverine wide, and landing hard in a pile of rubble. Storm breathed a relieved sigh; she knew Logan would be okay, once his healing factor had time to...

With a loud roar, Starscream burst out of the rubble, standing up.

Next to Storm, Rogue groaned. "_Gawd_, what's it take ta _kill_ this guy?!"

As Starscream stood up, he was knocked back by a high-powered cannon-shell, as Ironhide charged at him. "Do yerself a _favor_ an' stay _down_, Screamer!!" he exploded, continuing to unload shells on him...

_CLACK!_

Ironhide's cannon-barrels suddenly stopped rotating, empty.

Starscream laughed. "Looks like you're out of ammo, old mech!"

His optics narrowing at one "old" joke too many, Ironhide flipped his cannons back onto his forearms...and charged at Starscream with the speed of a mech _half_ his age, before slamming Starscream with a seemingly-endless barrage of steel punches.

"Ah!"

_WHAM!_

"Don't!"

_WHAM!!_

"_NEED IT!!_"

_WHAM!!!_

The last punch sent Starscream flying a good fifty feet, landing hard in a pile of rubble. "Not too bad fer an 'old mech,' eh, _kid?_" Ironhide laughed.

After taking care of several drones, Spider-Man felt his spider-sense go off...just in time for him to leap out of the way of one of Soundwave's sonic-blasts. As he touched down, he fired a web-glob at Soundwave, gumming up his optics, giving MJ enough time to paste him with her suit's plasma-cannon. As Soundwave fell back, a panel in his torso popped open...and Rumble and Ravage hopped out.

Spider-Man's eyes went wide. '_Uh-oh._'

As Rumble charge at him, Spider-Man ducked under the mini's powered-up punch, before flipping away, kicking Rumble as he did...phasing the Decepticon for only a _second_, before Rumble came at him again.

With feral speed, Ravage dashed at MJ, who fired her plasma-cannon at him, but Ravage was simply too fast; in seconds, he had closed on her and had hopped up onto her suit's back, his claws bared...but MJ grabbed him and _threw_ him off.

Seeing the airborne Ravage, Spider-Man saw his chance; he quickly fired a web-line, snagging Ravage, before _throwing_ him into Rumble, sending them both flying. As his spider-sense went off again, Spider-Man turned to see Soundwave readying another pulse...but he was sent sprawling as Bumblebee blasted him with his plasma-spreader. "Thanks, 'Bee!" Spider-Man exclaimed.

Bumblebee chuckled. "No problem, Web-Head..!" he began, but he was cut off as a high-powered blast sent him flying...as Megatron shifted out of vehicle-mode, touching down on the street.

"_I commend you for your resilience, Parker,_" the Great Slag-Maker snarled, holding the glowing Cored-Module in one hand while morphing the other into a cannon, before taking aim, "_but you've pestered me long enough!!_" With that, he started to power his cannon...

...but a Decepticon-sized Giant Man promptly tackled into Megatron, momentarily knocking his cannon offline, giving Spider-Man, MJ, and Bumblebee time to get clear. Roaring, Megatron got to his feet, glaring at Giant Man. "What? Am I supposed to be scared?" Giant Man mocked.

"_No, organic,_" Megatron snarled, "_you're supposed to be __**scrap!!**_" And he punctuated the sentence with a fast left jab to Giant Man's face, bloodying his lip. Giant Man staggered back, and countered with a punch to Megatron's face...flinching as human bone met metal plating with a painful _clang!_

Sneering, Megatron slammed his metal fist into Giant Man's torso, before backhanding him, his clawed hands slicing gashes across Hank's face. As Giant Man fell back, Megatron grabbed hold of his arm, and pulled him back up, slamming his knee into Hank's gut, before savagely head-butting him. "_Stupid organic,_" Megatron sneered, letting Giant Man fall, shrinking back to normal size, "_I have lain waste to entire __**civilizations**__ of your inferior filth! There is __**nothing**__ you can do to stop me..!_"

But he was cut off as Elita pasted him with an EMP-surge, before Optimus tackled into him. "...but there's _plenty_ that _we_ can do, Megatron!!" he shouted, punching Megatron in the face, sending him sprawling backwards. As Megatron recovered, Optimus unleashed a kick that would have crumbled mountains...seconds before Megatron fired a punch into his face.

Both robot warriors were sent flying back, recovering almost instantly, drawing their weapons at the exact same moment.

Megatron laughed cruelly. "_Well, __**this**__ looks familiar, eh, 'old friend'?_" he mocked. "_We seem to come to this exact sort of stalemate every time our paths cross, don't we?_" His smile grew, as he held out the Core-Module. "_But this __**isn't**__ like other times, is it? Once I gain the AllSpark's __**full**__ power, the entire universe is mine!! This war is OVER, Prime!! __**You LOSE!!!**_"

At that, Optimus checked his sensors...and smiled. "_No_, Megatron!" he declared. "_YOU_ lose!!" Turning, he called out, "Dr. Richards, _NOW!!!_"

And with that order, Reed switched on the power-booster he and Sue had jimmied from the drone, and activated the antenna, broadcasting the signal.

Almost instantly, every Decepticon and drone still standing powered down.

Megatron was the last to go. "_WHAT?!_" Megatron cried. "_What have you..?!_" and then, he went silent, his head drooping, his optics going dark...

...as the glowing, cubic Core-Module fell from his grasp.

Quickly, Spider-Man darted forward, and caught the Module. "Okay, now what?"

Optimus' optics went wide as he picked up a new signal. "Quickly, Spider-Man! Unite the Core-Module with the Frame, and then get the AllSpark away from here! Get it as high as you can; Skyfire will track it and rendezvous with you! _HURRY!!!_"

Spider-Man didn't need to be told twice; firing a web-line, he swung back towards the warehouse where they'd found the Frame, darting inside. As he drew close to the Frame, the Core's glow became brighter, as the Frame began to glow, as well. The Core then floated out of his grasp, heading towards the Frame, their glow growing brighter and brighter...until they united, becoming a huge, glowing mass of energy, giving off a bright, blue-white...almost _heavenly_ light.

It was the most beautiful thing he'd ever seen.

After a few glorious seconds, the reunited AllSpark's light began to dim, condensing until it had shrunk down into a basketball-sized cube, with alien glyphs etched into its surface...as if it had _sensed_ that he'd needed to move it.

Utterly _divine_ efficiency.

Picking up the AllSpark, Spider-Man hurried out of the warehouse, ready to get the _heck_ out of here...

...when his spider-sense went completely and utterly _insane_, worse than it had _ever_ been...as Megatron's optics flared back to their malevolent red, as he roared in sheer _fury_...before he saw him.

'_Oh, __**no**_'

Megatron roared again, shaking the very _earth_ as he stomped towards Spider-Man. "_**GIVE ME THAT CUBE, BOY!!!**_"

As Megatron charged at Spider-Man, Bumblebee tackled into him, stopping him. "_Go, Spider-Man!! Get the AllSpark out of here!!!_"

Spider-Man paused. "But what about..?"

"_GO!!!_"

Quickly, Spider-Man fired a web-line, swinging off, heading further into the city.

Roaring, Megatron threw Bumblebee off of him, before shifting into vehicle-mode and flying after Spider-Man. MJ opened fire on him, but Megatron was too fast, and was quickly out of range.

Just then, the rest of the Decepticons came out of their little power-nap. Snarling in fury, Starscream shifted into vehicle-mode, and flew after Megatron. "Hold them here!!" Optimus ordered. "I'm going after Spider-Man!" Elita nodded in agreement, as Optimus assumed vehicle-mode, and drove after the two Decepticons.

As Spider-Man swung into the city, approaching the Empire State Building, his spider-sense went _bonkers_, once more...as he saw jet-mode Megatron flying after him. Megatron fired a barrage of laser-blasts at him, but Spider-Man quickly made a sharp-turn, evading the Great Slag-Maker, causing him to shoot past him...until Megatron executed an aerial loop, altering course after him, opening fire again.

This time, Spider-Man wasn't so lucky.

Megatron's blasts burned through his web-line, causing Spider-Man to land hard on the ground in front of the Building...as the impact caused the AllSpark to emit a powerful energy wave.

The instant the wave touched _anything_ electronic, each and every one of those devices went _insane_. Plasma TVs became screeching multifaceted metal spiders; game consoles turned into howling, many-limbed _horrors_; vending machines turned into Frankenstein-like humanoid robots, spewing soda cans from makeshift weapons.

Without anything to guide it, the spark-energy made every device it touched go _mad_, giving them life without purpose.

As people fled in terror from the mechanical terrors, Spider-Man fired a web-line, rapidly ascending up the Empire State Building, hoping that he could get the AllSpark to Skyfire before it did _that_ again. In seconds, he'd reached the top. "_Skyfire!!_" he shouted, holding the AllSpark above is head. "_Over here!!!_"

Seconds later, Spider-Man breathed a sigh of relief as he saw the silhouette of Skyfire coming towards him...which turned into a gasp of horror as Megatron blasted him, sending Skyfire careening to the side, before the Decepticon leader touched down on the rooftop before him, resuming robot-mode.

"_You have been an incalculable nuisance, Parker._" Megatron snarled. "_You have one chance – and only one chance – to save your pitiful existence, and that is to surrender the AllSpark now: do so, and I __**may**__ permit you and your female to survive as my pets...but I make no promises._"

Spider-Man's eyes narrowed. "Hey! Tin-Grin!" he snapped. "I am _never_ giving this to you! _Compute?!_"

Megatron's optics narrowed. "_THEN SO BE IT!!!_" he roared, before charging towards Spider-Man...

...only to be tackled aside by Starscream.

"_YOU __**DARE?!**_" Megatron roared at his former Air Commander.

Starscream laughed. "There's a lot I'll dare, 'My Lord'! My cycles of bowing to you are _done!_"

Snarling, Megatron formed his cannon. "_Put off your attack, Starscream, and I'll forget this treachery!_"

Starscream matched him, forming his missile-launcher. "I'll do no such thing..!"

Spotting another familiar shape on the horizon, Spider-Man got an idea. "Hey! Isn't that Primus, over there?"

The sheer absurdity of the statement bade both Decepticons to turn and look...giving Spider-Man a few precious seconds to run towards the rooftop's edge...

Roaring in fury, Starscream took aim at Spider-Man. "_You little..!!_"

...and then vehicle-mode Powerglide soared into weapons-range, firing a full salvo of air-to-ground missiles on Starscream and Megatron. The missiles took Starscream square in the torso, sending him flying, but Megatron quickly rolled to the side, evading the shots, before he shifted into cannon-mode, charging himself with anti-matter...

Spider-Man's spider-sense went off the second he reached the edge; by sheer reflex, he adjusted his leap a few millimeters to the right...

...and then Megatron fired a deadly blast of anti-matter at him. The blast hissed and screeched as it burned through the very fabric of _reality_ towards him...

...and hissed _just_ past him, missing by _nano-meters_, close enough to burn away the spider-crest on his uniform, but nothing else, before screeching out towards the sea, blazing out over hundreds of miles...before it detonated.

The massive shockwave rippled through the very air, shattering every window in its path, _slamming_ Spider-Man back into the Building, knocking the wind out of him...as he began to fall towards the street below...

As he saw Spider-Man fall, Optimus shifted back into robot-mode, leaping onto a nearby building and sprinting across the rooftops, pushing himself as hard as he could, trying to reach Spider-Man...he was only about ten meters from the ground..!

With a shout of exertion, Optimus _threw_ himself the last few feet, _just_ catching Spider-Man in his hand, before rolling in mid-air, landing on his feet with a mighty _thud._ "Spider-Man, are you alright?"

Spider-Man groaned. "Whose bright idea _was_ it to _put_ this thing here?!"

Optimus laughed. "Primus only knows!" His expression turned grave. "_Hold on tight!_" he ordered, as he lifted Spider-Man onto his shoulder, before he sprinted down the roads, away from the Building, evading pedestrians and moving cars as he did.

With a roar of _rage_, Megatron shifted into vehicle-mode and flew after Optimus, firing his laser-cannons, shooting up the road behind him; with the skill of a veteran, Optimus dove into an adjacent street, twisting and drawing his revolvers in one move, firing on Megatron as he flew past, piercing his wing and forcing him to veer off.

Quickly getting up, Optimus leapt onto a nearby building, before he started sprinting in a direction adjacent to Megatron's path, firing his weapons as he ran, striking Megatron, but not hard enough to stop him...and then, when Megatron was right _next_ to them, Optimus _leapt_ at him, grabbing hold of Megatron's wings.

"_Get off me, Prime!!!_" Megatron bellowed, as he flew out-of-control across New York City, twisting this way and that, but Optimus refused to let go, and Spider-Man could only hang on tight. After a few agonizing seconds, Optimus pulled out his revolver, and blasted Megatron right in the middle of his wing.

Roaring in agony, Megatron dropped out of the sky, crashing right into the east-side industrial sector, right where they'd fond the AllSpark's Frame. The crash threw Optimus and Spider-Man to the side, landing hard. Slowly, Optimus stood up, his armor dented from both the battle and the crash, while Spider-Man boasted numerous bumps and bruises, both old and new, with the gleaming AllSpark still in his hands.

Megatron was _just_ as worse for wear, his silver armor greyed and chipped, with pink Energon leaking from numerous small wounds, but he moved as if unhindered by them. "_GIVE ME THE ALLSPARK, PRIME!!_" he thundered.

Optimus' optics narrowed. "Spider-Man, no matter _what_ happens to me, if I fall here, you get the AllSpark _out_ of here, and that's an _order!_" he declared, before he started to approach Megatron.

Spider-Man didn't dare interfere; Optimus and Megatron had been enemies since before life had even _begun_ on Earth. This fight was _theirs._

Optimus glared at Megatron. "It's just you and me, 'old friend'." he said coldly.

Megatron laughed. "_**No**__, Prime!_" he sneered. "_It's just __**me!!**_"

Optimus ignored the insult. "_One_ shall stand..."

"_...and __**one**__ shall __**fall!!!**_" Megatron finished, as he charged at Optimus.

Having expected an aggressive strategy, Optimus met his former friend's charge head-on, before unleashing a savage head-butt, followed by an uppercut to Megatron's torso, driving him back. As Optimus moved to press the attack, Megatron back-handed him, his clawed hand slicing off Optimus' face mask, before Megatron punched him in the face, and then kicking him away, knocking him to the ground.

As Megatron leapt at him, Optimus rolled the motion into a throw, tossing Megatron into an empty, already-wrecked building, collapsing it around the Great Slag-Maker. As Megatron recovered, Optimus drew his revolvers...

_Click!_

Optimus' optics narrowed as his empty weapons clicked, before he holstered them...seconds before Megatron burst free of the rubble, firing at him; Optimus quickly turned his defense-screen up to full strength seconds before the anti-matter blast hit. The blast shattered the screen, sending him flying, landing hard, before doing a handspring, coming back onto his feet. His malevolent optics narrowed in fury, Megatron extended his bladed flail, charging straight at Optimus, who drew his wrist-blade, waited...and just as Megatron was right in front of him, he _struck._

There was silence for a moment...before Megatron dropped to his knees, Energon leaking from a _nasty_ gash in his torso. "It's _over_, Megatron." Optimus said.

Snarling, Megatron got to his feet. "_Over, Prime?!_" he growled. "_It's not over...not until you're scrapped!!_"

As his spider-sense lightly flared, Spider-Man knew that they had to end this _now._ Taking aim, he fired a web-line at Megatron's feet, causing him to start to lose his balance...seconds before a high-tech-looking bike raced towards them, slamming into Megatron and knocking him to the ground, before MJ's mech-suit resumed robot-mode. "Peter, are you okay?!" MJ exclaimed from within the suit.

Breathing a relieved sigh, Spider-Man nodded. "Yeah, MJ, I'm fine." he said. "It's over."

"_NOTHING is over, organic!!!_" Megatron roared, as he ripped the web-lines off his feet, before unleashing a sweep-kick, knocking MJ down and shattering her suit's dome, revealing her face as she sat in the suit's cockpit. Megatron leapt to his feet, formed his cannon and pointed it at her face, putting one foot on the suit, pinning it. "_I am through playing games, Parker._" he snarled. "_If you want your femme to live one more nano-cycle...you will __**GIVE ME THE ALLSPARK!!!**_"

Spider-Man froze in utter horror. He didn't know what to do. He _couldn't_ give Megatron the AllSpark.

He _couldn't_ let Mary-Jane die.

Megatron snarled, as his cannon started to glow. "_I am growing impatient, Parker..!_"

But then, Spider-Man remembered _exactly_ where they were. He looked down an apparently empty, ruined road for a moment...and then looked to Optimus.

The faintest nod was all the reply he got...but he knew that Prime understood.

Megatron smiled cruelly. "_As you wish, Parker..!_" He readied his weapon...

"I'll do it." Spider-Man said softly. "Just...just don't hurt her."

Mary-Jane was horrified. "Peter, _no!!_"

"_Good._" Megatron sneered, as Spider-Man walked towards him. "_Now, kneel._"

Spider-Man did so, holding out the AllSpark.

Megatron let out a harsh bray of triumph as he took the AllSpark. "_At last!! At long last!! IT'S MINE!!!_"

"_Jazz, NOW!!!_" Spider-Man shouted.

With Herculean effort, the crippled Jazz threw himself to the side, getting a fix on Megatron. "_Smile pretty, you son-of-a-glitch!!_" he shouted, before he opened fire, pasting Megatron right in the head, then in the torso, driving him back...

With expert accuracy, Spider-Man fired a web-line, snagging MJ by her shoulders and pulling her out of the suit, safely setting her down, before firing web-lines at two nearby lamp-posts, before leaping back, stretching the lines to their very limits...

...and then Megatron recovered his balance, his focus returning to the unfathomable power he now held in his hands..!

"This is _our_ world, Tin-Grin!!" Spider-Man shouted, as he stretched his web-lines to their breaking-point...before un-adhering his feet to the street, sling-shooting himself straight at Megatron in a high-speed flying kick, right at his head.

"_And don't YOU forget it!!!_"

_**WHAM!!!**_

Spider-Man's kick connected solidly against Megatron's face, sending the Great Slag-Maker flying, as the AllSpark flew out of his hand...and into Optimus'.

As he held the AllSpark, Optimus concentrated, calling back the spark-energy that it had already channeled; instantly, all the machines it had animated – Doombots, TVs, appliances – all went inanimate, ceasing their insanity, their borrowed life-force returning to the AllSpark.

With the energy recovered, Optimus looked to the fallen Decepticon Lord. "It's _over_, Megatron."

His frame shaking, Megatron started to chuckle. "_I...I may have lost...the AllSpark, Prime..._" he snarled, before he stood up, his eyes wide with utter insanity, as he roared out his next words.

"_**...BUT I'LL TURN THIS PLANET TO SMOKING SLAG BEFORE I LET YOU TAKE IT!!!!!**_"

And with that, his optics began to glow _white_, as his body started crackling with energy, an eerie white light shining from the gash in his torso.

Optimus' optics went wide. "_He's set his spatial-flux generator to overload!!_"

"His _what??_" Mary-Jane cried.

"It's what he uses to draw anti-matter for his weapons!" Optimus shouted. "If it overloads with anti-matter..!"

"The whole _planet_ will go up!" Spider-Man cried. "We've gotta _stop_ him!!"

"But...but _how?!_" Mary-Jane cried.

His gaze falling to the AllSpark, Optimus' expression turned gravely determined, as he aimed it at Megatron. "_Primus, if it be Your will...SAVE THIS WORLD!!_" he cried.

At those very words, the AllSpark glowed with silver-blue light...which focused into a beam, which lanced towards Megatron, burning away part of his torso's armor-plating.

At that very instant, Spider-Man's spider-sense went off...but, somehow, it was _more_ than that. Before, his spider-sense just warned him of danger...but now, it was trying to tell him what needed to be done...as if Something Greater were trying to act _through him_...

...and that feeling...was coming from the _AllSpark_...

His eyes narrowing, Spider-Man took aim into Megatron's torso, following this new feeling...until it spiked. He fired a web-line, snagged _something_, and _pulled_...yanking out a glowing-white, high-tech-looking gizmo...seconds away from going critical.

Instantly, Optimus fired another beam from he AllSpark, encasing the generator in an energy-field, before firing it out into space, sending it far, far, far away...

...where it erupted in a massive explosion of light, turning the dawn sky as bright as day for a few minutes. Spider-Man and MJ both let out a sigh of relief.

It was over.

As the mortally-damaged Megatron tried to stay on his feet, Optimus glared at him. "Megatron, in the name of Cybertron and the Autobot Alliance," he declared, "you are under arrest for crimes against sentience..!"

Suddenly, a black-and-violet Corvette raced towards them, catching Megatron as he fell back, before racing away. "_DECEPTICONS, FULL RETREAT!!!_" Soundwave ordered. "_Astrotrain, prep for immediate escape-vector! Decepticons, suppressing fire!! SAVE OUR LORD!!!_"

At those orders, all the Decepticons still standing began to pull out, firing as they fled, before running for Astrotrain, who quickly assumed vehicle-mode. As soon as Soundwave, Megatron, and the rest of the Decepticons were inside, Astrotrain's cargo-hold sealed shut, as he blasted off into the sky, flying into the stratosphere...and then _out_ of it, heading for deep space.

A cheer went up from a few feet away, as the others all walked over to them. "We _won!!_" Bumblebee cheered.

"Did you see those slaggers run?" Sideswipe laughed. "The _second_ Megs went down, they shipped themselves off like _outmodes!_"

As the others all drew near, Optimus smiled, as he held out the AllSpark...causing the other Autobots to go silent. "Is...is that..?" Shadowcat whispered.

Optimus nodded. "The AllSpark." he said reverently. At those words, the AllSpark's glow _doubled_ in radiance, engulfing them all...

XXXXXXXX

_...and then, they were all in the whiteness, in the unending unity of the Matrix...but this time, it was different...__**this**__ time..._

_...they were not the only ones here._

_At that very instant, a being of gleaming energy drew near them, dwarfing them all with its presence. It was more than just __**part**__ of the Matrix._

_It had __**created**__ it._

_Optimus was the first to recognize it; his gleaming image knelt before the being, as coolant began to leak from around his optics._

_He was crying._

_"I...I am not worthy..." he whispered, "...I am not worthy..."_

_The being did not move...but somehow...it smiled gently, like a loving parent...as its unimaginably vast consciousness gently brushed against them._

_In that instantaneous transfer of data, Spider-Man realized that this entity was Primus...but __**much**__ more than that...this entity had been given so many other names...from so many other peoples, both on this planet...and beyond it..._

_'Oh my God...' he thought, '...this is...'_

_The entity did not move...and yet...He nodded gently._

_"I...I have so much to ask You..." Optimus whispered._

_**YOU ALREADY KNOW WHAT YOU MUST DO.**_

_That voice was louder than ten thousand waterfalls...and yet softer than a butterfly's wing-beat. "Yes...we do." Optimus agreed._

_He smiled without smiling. __**GOOD-BYE.**_

XXXXXXXX

...and then, just like that, they were back in New York City. "_Whoa!_" Marvel Girl exclaimed.

"Yeah." Spider-Man agreed.

"What the _hell?!_" Wolverine shouted.

"_Not_ hell, Logan." Cap said gently. "Anything _but_ hell."

"That..." Sunstreaker murmured, "...was...was that..?"

"Yes." Optimus said reverently. "_Primus Himself..._"

"What...what did He want us to do?" Wasp asked.

Optimus simply looked upon the AllSpark, the hope of their race, the one thing that could restore Cybertron...

...but its power was not theirs to wield. It had come here to show them just that.

His expression regretful, Optimus closed his eyes. "Good-bye." he whispered.

Responding to his implied assent, the AllSpark began to levitate into the air, becoming a mass of gleaming energy once more...before it shot into the sky, into deep space, leaving them behind.

But not forever.

The limping Giant Man blinked. "What just happened?"

Thor smiled. "Wise choice, Optimus Prime." he said. "Such power is not to be wielded lightly."

Smiling gently, Elita stood next to Optimus. "Do you think we'll ever find it again?" she asked.

Smiling, Optimus took his spark-mate's hand in his. "Yes." he said. "When we're worthy of it."

Suddenly, a soft groan filled the air, as Jazz sagged to his side. Instantly, the others surrounded him, as Jazz did a medical scan...before grimacing. "Cog-_dammit_, Jazz, I _told_ you to conserve power..."

Jazz smiled weakly. "_Had_ to, Ratch..._had_ to..."

"Aw, Jazz..." Optimus said softly.

Jazz chuckled. "Hey, 'Hide...guess I won't be giving you a rematch on that Energon-chugging contest we had, last mega-cycle..."

Ironhide grunted. "You're Cog-damn lucky, kid; tank's good an' _empty_, now..." he muttered...before looking away. "Cog-damn stupid kid...you _had_ to go an' pull a stunt like that..."

"Yeah, man...me an' _Sunny_ are the ones who're supposed to get scrapped doin' stupid stuff..." Sideswipe said.

"Speak for _yourself_, 'Swipe." Sunstreaker muttered glumly.

None of the X-Men, Ultimates, or the Fantastic Four could say anything; they merely watched in miserable silence, as this brave robotic warrior took his last few breaths.

Jazz chuckled weakly. "Hey, guys...don't get all glitched-out on me..." he said, "...I knew the risks...I was just doing my job..."

Optimus nodded. "That you _did_, Jazz." he said. "Above and beyond."

Jazz smiled at that...before his expression turned frightened. "P-Prime?" he whimpered. "M-My optics just went offline!"

Instantly, Optimus knelt by his friend, taking Jazz's hand in his own. "We're right here, old friend."

Elita knelt by Optimus, taking Jazz's other hand. "We're not going to leave you."

"Me Grimlock say Jazz brave warrior." Grimlock said, with what _almost_ sounded like a sniffle. "Me Grimlock say we Dinobots stay; make sure warrior reach Matrix safely."

"Me Slag stay." Slag agreed, as the other Dinobots grunted in assent.

"I-I'm scared Prime..." Jazz whimpered. "I'm..." but he stopped, his expression turning from fear to wonder. "_Prime..._" he whispered, "...the...the light...it's _back..._" Then, he smiled in sheer _joy._ "_I see Him! I see Him! He's here! He's come to take me home!_"

Optimus smiled sadly. "Then go to Him, Jazz." he whispered. "Go to Him."

At that, from deep within Jazz's laser-core, a low whirring echoed, like the power shutting off, as Jazz's optics went from bright blue to empty black, devoid of all life.

He was gone.

Spider-Man felt his eyes start to water, as Mary-Jane buried her face in the crook of his neck, as he held her close. Cyclops simply looped a comforting arm around Jean, as the X-Men all lowered their heads. Wasp just leaned her head on Cap's shoulder, while Wanda just buried her face in her hands, as Pietro just held his sister close. Reed and Sue just held each other, as Johnny suppressed a sniffle, with a simple, "Aw, jeez..." coming from Ben.

Suddenly, a soft pulsing-noise began to emanate from Jazz's shell...which began to get louder...and louder...until a large, spherical mass of multicolored energy rose out of it.

Jazz's spark.

As Jazz's spark rose out of the now-empty shell, Optimus stood up. "_Autobots!_" he thundered, snapping to attention. "_Salute!!_" At once, every Autobot snapped to salute, along with everyone else. "_From AllSpark we came..._" Optimus said solemnly, "_...and to AllSpark we go...'till EndTime come...when all are One._" His expression grew determined. "_Thus say we all._"

"_Thus say we all._" the other Autobots echoed.

As that prayer concluded, Jazz's spark began to pulse faster...and faster, growing brighter and brighter, until it shone like a _star_...and then, it shot into the sky, streaking away at speeds _infinitely_ greater than light, leaving only a bright gleam in its wake.

With their comrade truly gone, Optimus picked up Jazz's empty shell, before looking to the X-Men, the Ultimates, the Fantastic Four, and Spider-Man and Mary-Jane. "Heroes of planet Earth," he said, "you honor us with your bravery." He bowed to them. "We are in your debt."

At that, all the other Autobots bowed to them.

Spider-Man could only blink in confusion. "So...what do we do now?" he asked dazedly.

Optimus smiled gently. "Go home, Spider-Man." he answered. "Go home." With that, the Autobots all turned, and began to walk away.

Noticing Bumblebee leaving with them, Spider-Man called out. "'Bee?"

Turning, Bumblebee smiled sadly at Spider-Man. "Sorry, Pete," he answered, "but...I'm afraid I gotta go..."

Spider-Man froze, shocked numb at the thought of losing _one_ friend...and now _another_. "_Why?_"

"We're gonna have to help rebuild everything us and the 'Cons smashed up," Bumblebee said, "and...after that...what with everyone being freaked-out about us...we'll probably have to leave..."

Spider-Man couldn't believe it. "But..."

Bumblebee briefly looked to Optimus, who nodded. Walking back to Spider-Man, Bumblebee knelt down to him. "I'm sorry, Peter," he said, "but this is how it has to be." He smiled weakly. "When we go, I _promise_ I'll help keep up the good fight out _there_...but you've gotta promise to keep it up _here_...okay?"

Slowly, Spider-Man nodded. "Okay."

Bumblebee smiled, and briefly placed his fingertip on Spider-Man's shoulder. "I'm gonna miss you, little pal." he said. "'Bye."

"'Bye." Spider-Man repeated, watching as his friend started to walk away.

Just then, he felt Mary-Jane slip her hand into his. "Peter?" she asked. "I wanna go home..."

Nodding, Spider-Man gently lifted her into his arms. "Okay, MJ," he said, firing a web-line, "let's go home." With that, he swung off, as the others started to head their separate ways.

XXXXXXXX

_Parker residence, Queens_

After reaching their neighborhood, Peter had been too tired to go any further, and had to stop at his house, landing outside his bedroom window, before opening it and slipping in, sitting on the edge of his bed, removing his mask.

Mary-Jane looked stricken. "Are you okay, Tiger?"

Peter shook his head. "No, MJ...I am nowhere _near_ close to being okay."

Smiling weakly, Mary-Jane sat down next to Peter, and gave him a sweet peck on the cheek.

Peter lightly smiled. "Okay...so I'm a _little_ closer." he quipped, as he paused to fully take in the vision that was Mary-Jane. "I just hope we're clear that _I_ wear the tights in this relationship, missy...even though they look a _lot_ better on _you_ than on me on _any_ given day."

MJ laughed. "Oh, shut _up!_" she giggled. Her expression turned shy. "Peter..?" she asked. "Can...could I stay with you, tonight?"

Peter paused, as his sleep-deprived brain tried to process the proper, Aunt-May-Approved course of action for this situation...and couldn't. Besides, if MJ wanted to be with him, right or wrong, he wasn't going to send her away. "Sure."

Slowly, the two young lovers lay down on the bed together, as Peter embraced Mary-Jane from behind, holding her close, savoring the soft rhythm of her breathing...and, in seconds, they were both on their way to dreamland.

XXXXXXXX

From just outside Peter's room, May saw her nephew and his girlfriend return...before going to sleep together.

Part of her wanted to march in there, hug the both of them to _death_, and _beg_ Peter not to put her through that again...but she didn't have the heart; they had both been through so much.

Smiling to herself, May simply closed her nephew's door all the way, letting her child and the woman he loved have their sleep.

They had _earned_ it.

XXXXXXXX

_Coming Soon:_

_The Decepticons are gone._

_The AllSpark is safe._

_Megatron is defeated._

_What remains for our heroes now?_

_What is left for the Autobots on Earth?_

_Find out, in the conclusion to this epic tale, coming to your computer soon…_


	11. Till All Are One

EPILOGUE: TILL ALL ARE ONE

_"Ever since that spider bit me, my life has never been the same; this whole incident is just more of the same insanity that appears to have become my daily routine. Sure, a few good things have happened as a result of me getting bitten, but the bad things seem to outnumber the good, at times...so much so that I've considered tossing out the costume, once or twice. But, if there's one thing that I've learned from hanging with Prime, 'Bee and the rest of the Autobots, it's that you can't quit when things are going bad. They never gave up...and neither will I." – Peter "Spider-Man" Parker._

_Deep Space, Earth date November 17, 2007_

To say that the atmosphere aboard Astrotrain's cargo-hold was a somber one would have been an understatement.

Battered and chipped, the relatively small contingent of Decepticons were all silent, brooding over their latest defeat at the hands of the Autobots, while Soundwave and his two remaining minis kept watch over Megatron, who was currently linked to a core-support unit, keeping his laser-core from draining out, until they could reach an outpost for proper repairs.

Megatron. Their 'Lord.' It had been _his_ idea to return to Earth, upon hearing the AllSpark's summons...the AllSpark that was lost to them..._again._ His glitched obsession had nearly gotten them all _scrapped..._

The past three Earth-days of travel had not dulled their bitterness. This was the worst defeat since the _first_ time they had lost Earth, except _this_ was even _worse_; they had lost several of their comrades, and the AllSpark _itself_ had been _there_, in their _grasp_...and they'd lost it, because of a bunch of Pit-damned _squishies._ Once word of this defeat got around, Decepticon morale, already taxed by the Autobots pursuing every incursion they made, would _implode._

All because of _one_ mech's obsession; he'd been willing to sacrifice _all_ of them...

Smiling darkly, Starscream knew that the time was now; he looked to his fellow Decepticons, all feeling the same bitterness that he was, and tilted his head towards their crippled leader.

No more of a signal was needed; his fellow Decepticons all understood, standing up, and following him towards Megatron.

As Soundwave tended to his support-module, Megatron scowled as he saw Starscream and the others looming over him. "_What is the meaning of this?!_" he angrily wheezed.

Starscream smirked. "The others and I have a few..._concerns_ regarding your leadership, Megatron."

Megatron scowled, and looked to the other Decepticons. "_Take this traitor away!_" he ordered.

No-one moved.

Megatron's expression twisted in rage. "_I __**gave**__ you an __**order!!**_" he roared.

"You would have scrapped us _all_ to get the AllSpark." Scrapper snarled. "We were all _expendable._"

"_The AllSpark meant __**victory**__, fool! __**Any**__ mech can see that!_"

"Oh, there's quite a _lot_ we can see, 'my Lord.'" Starscream mocked. "We can all see how _unfit_ you are for command..."

Instantly, Soundwave stood up, whirling on them and arming his sonic-pulse cannon, flanked by his minis. "_Speak that way again, Starscream, and I'll have you spark in my hand!_" he shouted. "_Our Lord gave you an order, now OBEY it...and if you threaten our Lord ever again..!_"

"Why, Commander, I wouldn't _dream_ of harming Lord Megatron..." Starscream said, bowing and turning away. Satisfied, Soundwave turned back towards Megatron...

...and as he turned away, Starscream flicked out his long, stiletto-type wrist-blade, before turning back and _stabbing_ it right into Soundwave's back, dead-center, piercing his laser-core. "...without scrapping _you_ first, that is!!" he snarled. Soundwave never even had time to _scream_, as his laser-core overloaded, utterly destroying his spark; the Decepticon Commander fell to the floor, along with Rumble and Ravage, both offline, as well, like the piece of scrap he _was._

Megatron snarled. "_Astrotrain, initiate emergency decompression! Vent these traitors into __**space!!**_"

There was no response.

"_**OBEY**__ ME!!!_" Megatron roared.

Starscream laughed. "It seems that _I_ am not the only one who sees you as an inferior leader, Megatron!" he sneered. He leaned in close to his former leader, looking him right in his optics. "Your previous remark wounded me. Treacherous, yes...but _incompetent?_ I _sent_ Barricade and Blackout in to _be_ scrapped...because now that Soundwave is gone...you have _no_ Decepticons loyal to you...not _anymore._"

Megatron snarled. "_You Pit-accursed TRAITOR!!!_"

"_You_ betrayed _us_, 'my Lord'." Starscream sneered. "You should have left the treachery to _me_...because, as you can see, I'm _much_ better at it." Laughing, he added, "Astrotrain, Megatron asked you to open your cargo-hold; let us oblige 'our Lord' one last time, shall we?"

Slowly, the Decepticon troop-transport vented his atmosphere, before his cargo-hatch slid opened. "Dump those useless _outmodes._" Starscream said to the others, before turning back to Megatron. "Oh, I've been waiting for this for a _long_ time..."

As the other Decepticons heaved the shells of Soundwave and his minis out into space, Starscream picked up the crippled Megatron, and walked to the edge of the hatch. "So passes 'the Great Slag-Maker'!!" he crowed, before tossing Megatron into space.

"_**YOU'LL REGRET THIS, STARSCREAM!!!!!!!**_" Megatron screamed into space...as Astrotrain flew on, leaving him far behind.

XXXXXXXX

_Triskelion, New York City_

Sitting at his desk in his office, Nick Fury had just finished filling out the last of the _hefty_ bit of paperwork he'd had to fill out over the past three days. '_I wonder if Prime ever has to fill out paperwork._' he thought to himself, chuckling.

He'd half-expected the Autobots to pack up and ship out after the Decepticons had cut and run, but Optimus and his comrades had stayed put, helping to rebuild any and all damage that their battles had inflicted; still, considering the Autobot Supreme Commander's stance on working with the indigenous peoples of the worlds they visited, he supposed he shouldn't have been surprised. With the Autobots' assistance, repairs that would have taken _weeks_ were completed in _days_, and since the fighting had ended, there had been no new anti-Transformer riots...

...despite that smarmy prick Robert Kelly's non-stop ranting.

Suddenly, a knock at his door shook Fury out of his introspection. "Enter."

The door promptly slid open, as Captain America and Wasp walked in. "You wanted to see us, sir?" Cap inquired.

"Yes, I did." Fury answered, standing up. "I've recently been contacted by the President with regards to our two newest 'additions' to the team." He paused. "I've been authorized to use my own discretion in determining whether or not to make the roster-changes permanent."

Wasp flinched. "And?"

"With regards to Banner, I've decided to keep him under the highest level of observation, to ensure whether or not his spinal implant will be effective in controlling the Hulk." Fury said. "However, I've also reinstated him for work on some of our current projects; if and when we determine that the implant is effective, we'll offer him a spot on our active roster."

Cap was silent for a moment...before he nodded. "I think that, at heart, Bruce Banner is a good man, General; after putting his own life at risk – in the event that his implant should fail – to assist us, I think he deserves a second chance. His mind is certainly an invaluable resource, as is the Hulk's power, if he can control it."

"I agree; Bruce does deserve a second chance." Wasp added...before she paused. "And your decision regarding Doctor Pym?"

Fury sighed. "I still haven't decided whether or not to offer the same deal to Giant Man, given your issues with him, Dr. Van Dyne." he answered. "We'd have him under the strictest observation, and he would _not_ be allowed to leave the Triskelion, same as Banner, and he'd need _exemplary_ behavior before we'd even _consider_ full reinstatement...but before I do, I'd like to hear your recommendations."

Cap paused. "I think, sir, that this decision isn't ours to make." he said, before looking to Wasp. "This should be _your_ call, Janet; this affects _you_ the most, so we should leave it up to _you._"

Fury nodded. "All right, then." he said. "Your recommendation, Doctor?"

Wasp looked stricken. "I...I need some time to think about this."

Fury nodded. "Take as long as you need." he said. "In the meantime, I'm due to hear back from SecDef Keller, who's been briefing the President on what's happened, these past few days."

Wasp managed a smile. "That should be quite the briefing."

"It certainly will be." Fury agreed. "I believe that Banachek has recommended the dissolution of Sector Seven; since Alpha Trion has woken up, they don't really have anything to do. Thanks to Wheeljack's assistance, Reed and the rest of the Four have fully cured the virus that Frenzy hit us with…which will certainly b of help, since Doom's officially gone dark."

"Not surprising." Wasp said. "After selling out the entire human race, he'd be _stupid_ to show his face, ever again."

Fury smiled wryly. "Doom's a smart one, but he's not perfect; Megatron actually fooled him." he said. "We'll track him down, sooner or later."

Cap nodded, chuckling. "I hear that Congress is issuing a statement to the American public about the fighting, today, sir."

Fury smiled. "So did I." he said. "I'd heard that Optimus Prime wanted to make a statement of his own...so I passed that little tidbit along."

Cap grinned. "I'm sure it'll be quite the event, sir." he agreed. Then, at a nod from Fury, Cap and Wasp left the office.

XXXXXXXX

_Washington, D.C._

On the very outskirts of the capital city of the United States, Optimus, Elita, Ironhide, Ratchet, Bumblebee, and Alpha Trion stood. All the other Autobots were currently aboard the _Aeon_; now that the repairs of the cities damaged in the fighting were repaired, there was no more reason for them to be here...but Optimus felt he _had_ to do this.

Ironhide grumbled. "You _sure_ you wanna do this, Prahm?" he muttered. "What with how these guys in the Senate static-mouthin' us, we ain't exactly gonna be welcome."

Ratchet frowned. "I concur, Optimus." he said. "This 'Senator Kelly' has been leading that governing body like drones; I find it _repulsive_, how such behavior enabled him to get _elected._"

Optimus smiled gently. "Were we so different, before the war?" he asked. "Ultimately, the Senator wishes to preserve peace, and although we do not agree with his methods, the goal itself is not unworthy." His gaze turned regretful. "Humanity is a _young_ race still, my friends; they have yet much to learn...but we have all seen goodness in them. They do not need us."

Alpha Trion smiled. "Well said, Orion." he agreed. "I see that I left the Matrix of Leadership with the right spark."

Optimus turned to their longtime mentor, his expression sad. "We cannot convince you to stay?"

Alpha chuckled. "My dear friends, nothing would make me happier than to stay with you...but I must ensure that the AllSpark is safe."

Elita smiled, before giving Alpha a quick hug. "We'll miss you."

Alpha smiled back. "And I all of you." he replied. "Just remember that, no matter where Primus leads me, I will carry all of you with me, for all of my voruns."

Ironhide chuckled. "'Till we meet again, old tahmer." he joked.

Alpha smiled warmly. "I have no doubt that we will meet again, when the people of Cybertron become worthy of the AllSpark, again." he said. "So, I will eagerly await that day, when all are one."

Optimus smiled. "'Till all are one, then."

Smiling, Alpha closed his eyes...before he began to transform, shifting into a sleek, three-pronged space-fighter. His change complete, Alpha soared into the sky, flying off into space.

As Alpha left, Bumblebee's expression turned sad. "I'm gonna miss this place."

Optimus nodded sadly. "We _all_ will, Bumblebee." he agreed. No Autobot online could ever deny that, no matter what planet they visited, Earth and its people would forever be their greatest allies and friends.

Shaking himself out of his silent reverie, Optimus' optics narrowed in determination. "Autobots..._roll out._" At that order, all five of them assumed vehicle-mode, and drove towards the capital city, to bid farewell to Earth.

XXXXXXXX

_Midtown High, Queens_

As the lunch bell rang, Peter gathered his things and headed to the cafeteria, to eat lunch with MJ and Kitty, as they always did.

Peter's pace was slow as he walked; it had been three days since the fighting had ended – three days since he'd heard from 'Bee – and he still felt oddly disconnected from being in school. He couldn't explain it; it was as if all the troubles of high school – bullying, grades, popularity – after what he and the others had gone through...

...it just didn't matter, anymore.

Walking into the indoor cafeteria – since it was a bit cold, the student body was eating inside – Peter headed to his usual table, where MJ and Kitty were waiting for him. "Hey, Tiger." MJ greeted.

"Hey." Peter replied, sitting down. "Boy, it sure feels like a long time since we did this, huh?"

Kitty chuckled. "Yeah."

MJ turned to Kitty. "So, how are things with the others at the Institute?"

"Good." Kitty answered. "I still plan to attend school, here, but on the weekends, I plan to visit and train with the X-Men. As for whether or not I'll rejoin the team...I'm still thinking about it."

Peter smiled. "That's great, Kitty."

Kitty's expression turned sad. "Any word from 'Bee?"

Peter shook his head. "_Bupkiss._" he replied. "I guess I shouldn't be surprised; now that everything's fixed, Prime and the Autobots will be heading back into space, to take the fight to the 'Cons."

Just then, one of the other students switched on the TV, showing a news report on the statement that Congress was making about the fighting. "_Hey, look!_" someone shouted.

Looking up, Peter, MJ, and Kitty all looked at the TV...and got the surprise of their _lives._

XXXXXXXX

_Congress Building, Washington, D.C., a few minutes earlier_

As a crowd gathered near the podium in front of the U.S. Congress Building, complete with news crews, Senator Robert Kelly smiled to himself as he stepped onto the podium, with the rest of the Senate behind him. Despite all the chaos that those _machines_ had caused with their visit, he now had a chance to put things in _order_.

"My fellow Americans," he began, his voice stirring the crowd to silence, "these past few days have been difficult for us all; our very way of life has been attacked by an enemy determined to exterminate us, yet we have come through! However, we must not allow this victory to placate us; we must take measures to ensure that this manner of threat never comes again! The failure of the Sentinels against the Transformers only shows the necessity of preparing against such an attack; the Transformers may be gone, but another threat still hangs over our heads..!"

"We aren't gone _yet_, Senator."

That calm, commanding voice startled Robert out of his rhetoric, as five vehicles – a 1975 Camaro, a neon-yellow ambulance, a black GMC Topkick, a sleek violet hover-car, and a red-and-blue, flame-painted, 18-wheeler truck – rolled to a stop on the road adjacent to the Congress Building...seconds before all five vehicles transformed.

Robert's eyes widened in horror at the sight of the massive robots...before he gulped. "N-Now...now, s-see here..." he stammered, "...this is a public government statement, and you can't just..!"

"We only ask a few minutes of your time." Optimus Prime said calmly. "After that, we will leave; we ask no more than that."

His jaw clenching, Robert was ready to tell this alien – this _machine_ – that there was no _way_ he was going to address the American public...but he recalled that quite a few people still viewed the Autobots as heroes, for the moment, at least. "Very well."

Optimus simply turned to Bumblebee, who nodded. "Blaster's locking onto the news-signal, now, Prime; you're going global."

'_Global?!_' Robert thought. '_What's this metal maniac going to..?!_'

"People of Earth," Optimus said, the camera catching every word and sending it across the globe, "I am Optimus Prime, Supreme Commander of the Autobots, and Commander-in-Chief of the Autobot Alliance. Several days ago, Earth, once again, came under attack by our enemies, the Decepticons..."

Robert smirked; this was his chance, to make it clear whose fault it was that the Decepticons were allowed to return..!

"...and for that, I am truly sorry." Optimus continued. "It had been our hope – the hope of _every_ Autobot – that our war would _never_ spill back onto your beautiful world...yet we could not prevent it." His tone turned mournful. "Words cannot express my sorrow for what you all have suffered."

"Yet we have suffered, as well." Optimus continued. "In the last day of the attack, one of our comrades – Jazz – fell in battle." He paused, his optics growing sad. "Jazz was more than a brave soldier; he was our friend; our brother. His loss touched us all." He looked out over the crowd. "To those of you who have lost friends and family, either in this conflict or any other...I need not explain this further. The sacrifices that the heroes of Earth made in this conflict will _never_ be forgotten; not by us, and, Primus willing, not by any of you."

Robert gulped, and quickly hopped in. "Yes, well, Commander Prime, we all are certainly..._grateful_ for your assistance...but, as you yourself said, this conflict is _over._ There isn't really any reason for you and your...comrades to be here, considering the..._implications_ that your presence has for some people..."

"I agree, Senator." Optimus said. "It is not our way to remain upon a planet where we are not welcome after the Decepticon threat has passed. In the case of such a planet, we only remain as long as is _absolutely necessary._"

"That's certainly good of you." Robert said, hoping that the machine would get the message. "Well, we certainly don't want to keep you, Commander..."

"_Supreme_ Commander." Optimus corrected, gently but firmly. "We have every intention of leaving, Senator, but the people of Earth _deserve_ to know _why_ this happened; they deserve the _truth._"

Inwardly, Robert scowled; this blasted machine was ruining _everything..!_

"The Decepticons made this incursion to Earth in order to locate the AllSpark, the very thing that imparted life to our race, which was lost to us aeons ago." Optimus continued. "Had Megatron secured it, its power would have utterly turned the tide of the war in his favor."

Robert smirked. "And if _you_ had obtained it?" he asked, letting the implication hang in the air.

"We would have returned it to Cybertron." Optimus answered. "The AllSpark is so much more than a source of energy; it is the living proof of the Covenant that Primus Himself struck with our people – it is the source of hope for _every_ Transformer online, today." He sighed. "It had been my hope that returning the AllSpark to Cybertron would renew our war-torn world...but, as is always the case, it was _Primus'_ will that was done, not ours; upon securing it, we released the AllSpark into deep space, far out of reach of _any_ Transformer."

"So," Robert said, "you're saying that this little expedition was for _nothing._"

Optimus' optics narrowed sternly. "_No_, Senator, it was not." he corrected. "Before the AllSpark left, it revealed the truth to us." His tone turned reverent. "In the AllSpark's light...we saw the face of _Primus_...and in His gaze, we found the truth."

Optimus looked out upon the crowd. "The motto of the Autobot Alliance is '_Until All Are One_'." he said. "That motto is a call for peace; for the end of this horrible war; for a day where Autobot and Decepticon can lay down their arms in peaceful coexistence...yet, until we gazed upon our Creator, we never _truly_ understood the significance of that motto."

His expression turned earnest. "We learned that Primus has taken many names...some of which you already know." he said. "'God'...'_Yahweh_'...'_Allah_'...to name but a _few._" His voice grew softer. "In the eyes of Primus..._all are one:_ human, mutant, organic, robotic..._all are one._"

The crowd all murmured softly at that revelation.

"Even so," Optimus continued, "the AllSpark was not the _only_ reason we came. Had Megatron succeeded, his first action would have been to enslave this world and strip it bare, destroying all life in the process."

Optimus' optics narrowed in determination. "And _that_ was something we could not allow; to allow the Decepticons to trample on the freedom of _any_ sentient race is _unthinkable_ for _any_ Autobot." he said. "Freedom is the right of _all_ sentient beings; freedom from extinction; freedom from oppression; freedom from fear, from ignorance...freedom to learn for _yourselves_ that all are truly _one_..._that_ is the ideal that _all_ Autobots hold dear; the ideal that _any_ Autobot worth _half_ his spark would fight gear-and-bolt to protect. _That_ is why we came here. _That_ is why we proudly fought alongside the heroes of your world; alongside those who valued freedom as deeply as we did."

His voice turned soft. "_That_ is why Jazz died."

"So, as we depart this planet, we only ask that you all _remember._" Optimus finished. "Remember _why_ Jazz died; remember the sacrifices that your champions made for you; remember us...for we will _always_ remember you." He paused. "That is all that we wish to say. Thank you." With that, Optimus and the Autobots turned to go...

"Hold on!!"

Startled, Robert turned to see none other than SecDef Keller hurry out of the Congress Building, smiling and holding a document. "I wouldn't be so hasty to ship out just yet, Commander Prime!"

Optimus blinked in confusion. "Secretary Keller?"

John smiled. "I would have notified you sooner, Optimus, but I had only just finished briefing the President on these past few days...as well as passing along my recommendation." With that, he held up the document for Optimus to see. "The President agreed to it."

Optimus quickly scanned the paper...and his optics widened. "This is official??" he exclaimed.

John grinned. "As official as the Declaration of Independence!" he declared. To the crowd, he added, "After briefing the President on the past few days, I recommended to him that maybe having the Autobots around might _not_ be such a bad idea, in case the Decepticons – or any _other_ 'larger-than-life' threat – ever decides to drop by! Furthermore, after everything that the Autobots did for us – their _first_ visit, along with the loss of their comrade and the AllSpark – to just kick 'em out the door...that would just be _bad manners._"

Robert felt his throat tighten; he did _not_ like the sound of this..!

"Therefore, the President has authorized me to offer you, Commander, and any of your fellow Autobots who are willing to accept, honorary citizenship within the United States!" John finished. "Now, we'll definitely have to work out the details, but, for now...you and your comrades may stay as long as you like!"

At that, all the Autobots smiled. "Secretary Keller..._thank you._" Optimus said.

Ironhide grinned. "After chasin' down 'Cons fer the past few giga-cycles, it'll be _nahce_ ta have a place to sit an' recharge proper!"

Optimus nodded, still smiling. "We'll be sure to contact you to work out the details, Secretary Keller." he said. "For now...we are grateful to have found a new home." Turning to his comrades, Optimus finished, "Autobots, roll out!" With that, all five Autobots promptly assumed vehicle-mode, and drove off.

"Are you _insane?!_" Robert shouted at the SecDef. "Those machines were ready to _leave_...and you just gave them an _engraved invitation_ to _stay?!_"

John just smiled. "You said so yourself, Bob; we need to be _ready_ for any threat that comes our way." he answered. "Who better to help us do that than the Autobots, who have likely _faced_ more extra-galactic threats than _any_ of us, here?"

Robert saw _red._ "Those _machines_ are the biggest threat to us since _mutants_, Keller!! _And you just welcomed them onto our..!!_"

"Mr. Senator, this order came from the _President._" John said, mirroring their earlier words with a smile. "Now, if you wish to contact him, feel free to do so...but now that he's out of the bunker, he has a lot of paperwork to catch up on, so it _will_ be difficult. For now, this issue is _closed._" And with that, the SecDef strode back towards the Congress Building, as the news crews followed him, firing off one question after another...leaving Robert behind, wondering how on _earth_ things could have gotten so out-of-hand...

XXXXXXXX

_Midtown High_

As he watched Optimus' speech – along with Senator Kelly's mini-meltdown at the end – Peter smiled. "Looks like we'll be having some new neighbors." MJ said, smiling.

"The more, the merrier." Peter agreed.

Kitty chuckled. "Plus, watching Optimus make an ass of that jerk Kelly was a _bonus!_"

Peter laughed. "That it was!" Just then, the bell rang for class, and Peter, MJ, and Kitty all stood up, to leave...

"Uh...Kitty?"

Turning around, they all saw Liz standing there, looking apprehensive. "Look, I...I know I've been really mean to you, lately..." she began.

Kitty's eyes narrowed. "No kidding."

"It...it's just that..." Liz said, "...my uncle...he was a mutant, and...and his powers went nuts, and it killed both him and my aunt, okay?" She paused. "That's why I've been bugging out about mutants, I guess..."

Kitty froze. "I'm...I'm sorry to hear that..."

"I figured that _all_ mutants were bad news...but...but when that..._thing_ attacked our school...you saved me." Liz said. "I...I know we're probably not going to be best friends or anything, but...but I was wrong, okay?" She lowered her gaze. "And I'm _sorry._"

Kitty was silent for a moment...and then smiled. "Why don't we _both_ lay off the hate from now on, and we'll call it even?"

"Okay." Liz agreed, lightly smiling. "Later." With that, she headed off.

Peter just smiled. "Sounds like Prime's speech got to her."

Kitty nodded in agreement. "He _does_ have that effect."

MJ giggled. "I wouldn't be surprised if _Flash_ apologized to you, Tiger."

Peter groaned, as they headed to class. "One step at a time, MJ. One step at a time."

XXXXXXXX

_Daily Bugle, New York_

As he watched Optimus Prime's speech from his office, J. Jonah Jameson frowned to himself. '_The __**one**__ time I don't send someone to cover one of that smarmy prick Kelly's speeches..._'

Still, that wasn't his _biggest_ concern, right now. Sighing, Jonah looked to the article he had drafted after covering the previous attack by the Decepticons on the Baxter Building; the scathing expose painting that costumed lunatic Spider-Man and the Autobots as destructive maniacs...

After hearing the Autobot Supreme Commander's speech, detailing what the Autobots and Earth's 'super-heroes' had sacrificed to drive the Decepticons back...

...he just couldn't do it. It felt like a betrayal of the _truth_, of everything that he at least _tried_ to stand for. Maybe in the past, he'd let his issues with guys in masks color his articles on Spider-Man when the costumed vigilante's actions treaded in the grey area...but to print this article...which boldly flew in the face of _everything_ he now knew to be true...

Jonah sighed again, before smiling to himself. '_I'm getting soft in my old age._' he mentally half-grumbled...as he started to re-write his article...beginning with a new title...

'_Heroes of Flesh and Steel._' Jonah typed, smiling to himself. '_Hmm...got a nice ring to it..._'

XXXXXXXX

_Triskelion_

Standing outside the entrance to the Triskelion's infirmary, Janet took a deep breath. '_I can do this._' she thought...before she walked in...heading to the medical cot where her ex-husband lay in traction.

In spite of everything, Janet couldn't help but cringe as she saw the damage that Megatron had inflicted to Hank, even in giant-size. "General Fury is prepared to offer you temporary reinstatement to work on some of S.H.I.E.L.D.'s projects," she said, "but he's leaving the final decision up to me."

Weakly looking up at her, Hank replied, "And what have you decided?"

Wasp's eyes narrowed. "I'm not going to deny it, Hank; you _were_ a help to us against the Decepticons. And _yes_, your mind is a valuable resource…but if – _if_ – I agree to this, let's be _perfectly_ clear: we can be colleagues, and – _maybe_ – friends…but I am _not_ willing to endure one more..!"

She stopped her tirade. "This was a mistake." she said, as she turned to go…

"I _get_ that we're over, Janet."

Janet stopped, turning back to her ex. "I _get_ it, Jan; I need help. I know that, now." Hank continued, his voice earnest. He chuckled softly. "The fact that Prime addressed you by your maiden-name would have been enough of a giveaway. You deserve _better._"

Janet half-smiled; this was more than she'd been expecting. "Well, I'm glad we're clear, then."

Hank nodded. "And I get why you like Steve." he added. "He's a good guy; hell, he's just about the closest any male is ever going to get to being _decent._" He chuckled. "Sure, he doesn't have my brains, but that 1944-style, apple-pie heart of his oughtta make up the difference."

His voice turned serious. "I get that he makes you feel _safe_, Jan…and that's _good_, it really is; you deserve it."

Janet chuckled. "I could do without some of his sayings, though; I swear, he's as cute as _heck_, but the _second_ he opens his mouth, sometimes, he sounds like my _grandfather!_"

"Hey, he sure beats the bipolar-roller-coaster-ride _my_ brain's stuck on!" Hank laughed.

Janet smiled wistfully. "The 'up' periods I didn't mind…but it was the 'downs' I hated."

"You and me both." Hank agreed. He sighed. "I'm not going to deny wanting to come back to work…but after everything that's happened between us, I'd understand if you didn't want me around…so do whatever you think is best."

Janet was silent for a moment. "I'll keep you posted." she answered. "See you around, Hank." With that, she turned, and headed out of the infirmary.

Janet's walk back to her quarters was slow, as she pondered what to do…and just as she reached her door, she came to a decision.

"Hey."

Janet had just been reaching for the door when she heard Steve's voice. Turning she smiled as she saw him, still in uniform, but with his cowl down, letting her fully see his short blonde hair, and the baby-blue eyes she had come to adore. "Hey."

Steve returned her smile. "Have you made your decision?"

Janet smiled wistfully, and nodded. "_Everyone_ deserves a second chance."

Steve nodded. "We'll be watching him like a _hawk._"

"I know."

Steve placed a comforting hand on her shoulder. "I would have gone with you."

Janet's smile grew at the gesture; some time after they had started dating, Janet had realized that she had to firmly silence the cynical little feminist in her brain and put each of Steve's gestures through a WWII-decoder in order to get their _true_ meaning. It would have helped immensely to have done so when she'd left Hank the first time…when Steve had tracked him down and _creamed_ him for hurting her.

Steve was from a simpler time, a time where you stood up for your friends…and where you supported the people you loved. She was _still_ kicking herself for belittling him after doing that…especially since, at the time – though she would have _never_ admitted it, then – she was somewhat _flattered_ that he'd come to her defense.

"I know." Janet replied, placing her hand over his. "I just needed to talk to him on my own."

Steve nodded, before he smiled. "Let's do something, tonight."

Janet sighed; that was Steve-talk for '_Let's go mingle with four-star generals and __**other**__ people whose ages are approaching triple-digits._' Still, it was one of the little quirks in their relationship. "I'm sure that General Mitchell will dazzle us with _more_ stories about his adventures in the 16th Tank Brigade."

"I'm sure he would…if we were going." Steve answered. "I was thinking we could catch a movie."

Janet blinked. "_What??_"

Steve chuckled, as he looped a loverly arm around her shoulders. "Jan, we've spent the past few days working with gigantic, high-tech alien robots against _other_ giant, high-tech alien robots, with _both_ sides wielding enough firepower to make the A-Bomb look like a _firecracker._ If _that's_ not a sign, I don't know _what_ is; I think it's time for this old soldier to join the 21st century."

Janet laughed, looping her arms around her boyfriend's neck. "Music to my _ears!_" she declared. "So, what movie did you want to see?"

Steve looked a bit embarrassed. "Actually, I was hoping you could help with that; I'm not exactly familiar with the movies currently in the theatres."

Janet smiled guiltily. There wasn't anything currently playing that Steve would like, and although she was _sorely_ tempted to take her beau to a chick-flick, she knew she couldn't do that to him; he wasn't _quite_ ready for that part of modern cinema, yet. "Why don't we stay in?" she suggested. "We can just rent a movie."

"Okay." Steve agreed. "Any suggestions?"

Janet thought for a minute…before she smiled. "How about '_Alien versus Predator_'?" Noticing Steve's expression, she sighed. "No?"

"Well, Jan, after everything, I just…thought that you might have had enough aliens, for a while…"

Janet chuckled. "I guess I'm just in the mood for a good scream-flick."

Steve chuckled. "Well, I'm sure it'll be an improvement over the last film I saw: the U.S. Government's finest educational/precautionary film: '_VD and You._'"

Janet flinched. "_Ew._"

"_Exactly._" Steve said. "Still, I've never known why some people enjoy horror films so much."

Janet smiled. "Well, scaring yourself with a film can be cathartic," she said, "but for a lot of couples, there's _another_ reason."

"And that would be..?"

Janet's smile turned sly, as she leaned up to whisper in Steve's ear. "_It's been scientifically __**proven**__ that __**nothing**__ turns a woman on like being scared out of her wits._"

Steve's eyes momentarily widened at that…before he chuckled, as he and Janet walked down the hallway. "Jan," he said, "something tells me that I'm going to _like_ this new millennium…"

XXXXXXXX

Parker residence, Queens 

After school had let out, Peter had simply taken the bus back to his house, hurrying towards the driveway…to only find the family car, there.

Peter sighed; he'd been half-hoping that, since the Autobots were officially staying, Bumblebee would be dropping by…but he must have had more important things to do. Sticking his hands in his pockets glumly, Peter headed inside…

"Hey, Peter."

Peter froze as he heard that familiar voice as he stepped inside. "_Spike??_"

Looking into the kitchen, Peter found Mr. Witwicky there, along with his Aunt May, as well as a slender woman, around the same age as Spike, with long, blond hair, and hazel eyes, clad in a blue sweater and a simple navy skirt. "Peter, I'd like to introduce my wife, Carlie Witwicky." Spike said.

Carlie smiled. "It's nice to finally meet you, Peter."

"Uh…likewise." Peter replied.

May smiled. "Mr. Witwicky was just telling me about the…'car troubles' he had back when _he_ was your age."

Peter chuckled. "Uh…yeah, he mentioned those to me, too."

"True, but that's _nothing_ compared to _your_ troubles, Spider-Man." Spike said casually.

Peter nearly _choked._ "_W-What??_"

"Oh, come on, Peter; three days ago, 'Bee calls me up and asks me for the old rig I had in my garage for _your_ girlfriend, before said mech-suit ends up fighting against the Decepti-chumps? _Plus_ all the absences you've racked up every time Spider-Man saves the day?" Spike chuckled. "I might not be 'cool,' but I'm not _stupid._"

"You don't have to worry, Peter." Carlie assured him. "We can keep a secret; we've both had practice."

Peter's heart-rate started to slow. "Oh. Well…good." he answered.

May smiled. "Mr. and Mrs. Witwicky had stopped by to deliver this letter," she said, handing a letter to Peter, "and what it said…Peter, it's _wonderful_ news!"

Taking the letter, Peter quickly skimmed through it…and his eyes went wide. "Is this for _real??_"

Spike grinned. "Oh, yeah."

Peter couldn't believe it; whoever this 'Tim P. Primouse' was, he had fairly recently secured the copyright to the Spider-Man name and image…and was giving _him_ ten percent of all profits gained by its use!

"In case you're wondering," Carlie said, "the rest of the profits from the use of your logo will be put towards charity. Also, your ten percent will be locked in a trust fund until you graduate…with a _minimum_ A-average."

Scanning through the letter, Peter saw that this was true. "_Wow!!_" Peter exclaimed. "But…but who _is_ this guy? Why would he..?

Spike and Carlie just smiled…and it hit Peter harder than one of Megs' anti-matter blasts, as he cycled 'Tim P. Primouse' through his brain, doing anagrams of it…"Oh, my God…"

"What?" May asked.

"Aunt May…" Peter murmured, "…'Tim P. Primouse' is an anagram of _Optimus Prime…_"

Spike nodded. "There's more."

Scanning further down the letter, Peter saw that 'Tim P. Primouse' had expressed regret that he'd lost his car in the fighting, and wished to replace it…but that meant...!

Suddenly, the sound of a motor echoed from the garage. His eyes wide, Peter hurried to the garage…and stopped dead in his tracks.

There, sitting in the garage, next to their family car…was a brand-new, immaculately shined, yellow 2008 Chevrolet Special Edition Camaro GTO…with a pair of black racing stripes down the middle.

"_'Bee??_" Peter exclaimed. "'Bee, is that _you??_"

The new Camaro chuckled. "I figured I could use a change, so I scanned one of _these_ as I gave Spike and Carlie a lift to your place; we wanted to surprise you."

"Well, colour me _surprised!_" Peter laughed. "It's _great_ to see you, 'Bee!"

Bumblebee laughed. "It's great to see you, too, little pal!"

"But…but _how_ did Prime pull _this_ off?" Peter exclaimed.

Bumblebee chuckled. "Well, the first time we were here, when we were helping to repair the damage from the war, Prime figured that one way to help was to raise repair-funds via the stock exchange, so he created 'Tim P. Primouse' to do it." he explained. "Turns out that predicting stock-changes isn't too different from quantum-probability functions; Prime made a _scrapload_ – paid for the repairs with _more_ than plenty left over, so he set it up in an account here, as well as setting it up to make hefty automatic yearly donations to any charity that needs it. When we came back, Prime got wind that that scrap-bag Fisk was trying to get his grubby mitts on your copyright, so Prime beat him to the draw."

Peter laughed. "I _wish_ I could have seen his face!" he exclaimed. "So, what now? Are you guys staying long?"

"Prime's gonna get the word out that Earth is our newest allied outpost." Bumblebee said. "Most of us are eventually going to ship out, but not for a little while; what with losing the AllSpark, Megs getting _slagged_, plus their losses here, Decepticon morale took one _huge_ hit, Pete – this could be the turning point of the entire war!"

"I sure _hope_ so, 'Bee." Peter replied.

"Anyway, Prime also hopes to make you the Autobots' liaison to S.H.I.E.L.D., if you're interested." Bumblebee said. "While any of us are here, Prime wanted us to assist in any way we can, and we'll need representation to keep S.H.I.E.L.D. appraised of our activities, and vice-versa."

Peter smiled. "I'd be _honoured._"

"Great!" Bumblebee said. "Course, that means that _someone's_ gonna have to watch your aft…"

Peter chuckled. "I'm sure that job will get filled."

Bumblebee chuckled. "So, you wanna go pick up MJ and cruise for a bit?"

Peter smiled…and then froze, as he heard a police siren in the distance. "That's gonna have to wait, 'Bee. Right now, they're playin' my song!"

Bumblebee revved his engine in agreement. "Up for a little backup?

Peter grinned. "In _this_ business?" he said. "_Always!_" With that, Peter darted up to his room, to don his costume, as Bumblebee drove out of the garage, ready to back him up.

_Finally_, things were looking up.

XXXXXXXX

New York City outskirts 

Just beyond New York City, upon a hill overlooking the bustling metropolis, a red-and-blue 18-wheeler truck rested next to a sleek, violet hover-car; in the city, a pair of vehicles like that might have raised a few eyebrows…but out here, far from human eyes, that mattered little.

Alone, Optimus Prime and Elita-One promptly assumed their robot-modes, standing up and gazing out upon the human city they had helped to save, the city where many of their new allies and friends dwelled. Smiling, Optimus placed his arm around Elita's shoulders, as they linked their processors, with Elita boosting Optimus' broadcast-strength, which, along with their uplink to the _Aeon_, would allow this message to reach _all_ their comrades fighting the Decepticons. The link complete, Optimus began the transmission.

"_The Decepticons have once again been vanquished, and the AllSpark has departed for parts unknown. It had been my hope that the AllSpark could renew our home…but instead, it has given us a __**new**__ home. We now have a new, green world to call home, among the human race; we now live among them, standing with those who are different, watching and protecting them. They are truly kindred spirits, for, as with us, now more than ever before, there is more to them than meets the eye. I am Optimus Prime, and we send this message to all Autobots now fighting amongst the stars; we have a home, once more._"

Holding Elita close, Optimus finished his transmission, before sending it out into space.

"_We are here. We are waiting._"

THE END

_Author's Note: And that's the end! I hope you all enjoyed this story as much as I enjoyed writing it! Thank you all so much for your support! You all ROCK!_

_However, though this story is finished, I still have one little gift for all my fans, especially the fans of my "Last Son" series; it's just a little gift to show my appreciation for your patience! Be sure to keep an eye out for it, over the next few days!_

_Again, thank you all! I hope you all have a Merry Christmas and/or Happy Holidays! See you later! _


	12. Sneak Peek

_Xavier Institute, Westchester, New York, September 7, 2008_

The autumn air was crisp and cool as the afternoon sun shone over the Xavier Institute, newly rebuilt from the attack a few months previous, with building supplies still dotting the beautiful landscape of the front and back yards. Within the Institute, everything was quiet, as the students had gathered in the living room, watching the news, waiting for the special report to begin.

Scott "Cyclops" Summers, the 18-year-old leader of the X-Men, was sitting on the couch, in his usual blue jeans and brown sweater, his ruby-quartz shades over his eyes. Sitting next to him was his much-beloved girlfriend Jean Grey – who had recently given herself the codename "Phoenix" – also 18, in her usual light rose long-sleeved shirt and blue jeans, her emerald eyes closed contentedly as she leaned on Scott's shoulder, her ruby hair lightly brushed over her shoulder. "Hey, Kurt," Scott called out, "is Amanda and her family watching the news, too?"

Standing a few feet behind them, clad in light brown slacks and a white t-shirt was 17-year-old Kurt "Nightcrawler" Wagner, with his image-inducer switched off, in his true form, complete with blue fur, gold eyes, and tridactyl hands and feet, looked up from the phone, where he'd been talking to his girlfriend, Amanda. "_Ja,_ zhey're vatching it, now." the German-born youth replied. He gulped. "'Mandy said zat her parents are still a bit nervous about her dating a mutant."

Jean smiled. "Don't worry, Kurt; the _second_ they meet you, they'll _love_ you!"

Kurt smiled. "Zhanks, Jean."

Sitting on the floor near the TV was 17-year-old Kitty "Shadowcat" Pryde, in her usual blue capris, white t-shirt and light pink sweater, her chestnut hair in its usual ponytail, her baby-blue eyes sparkling happily as she leaned back into the embrace of her boyfriend 18-year-old Lance "Avalanche" Alvers, in his usual black t-shirt, brown vest, and blue jeans. Lance smiled to himself, absently running a hand through his brown hair as he savoured having Kitty this close to him. Kitty's smile was interrupted by a worried frown. "Guys, I hope Clark doesn't miss this! I mean, he and the League pretty much _saved_ Genosha! They _all_ should get to see this!"

Chuckling, Lance answered, "Don't worry about Big Blue, Pretty Kitty; I mean, with those eyes and ears of his, he can see the whole thing from _space!_"

Kitty smiled. "True!" she agreed.

In the corner of the room, 17-year-old Rogue, in her usual short black skirt, black tank-top and semi-transparent green blouse, sat at the poker table across from her sort-of-boyfriend, 18-year-old, red-and-black-eyed Remy "Gambit" LeBeau, clad in his usual black t-shirt, black jeans, and brown trenchcoat.

Rogue's green eyes danced with merriment, brushing a strand of white-streaked auburn hair out of her eyes…before showing her cards. "Full House, Cajun."

Remy chuckled. "As always, _chere_, y' be more den a match fo' Remy."

In her seat next to the couch, 18-year-old Alison "Power Girl" Blaire sat with her guitar in her lap, clad in her pink tank-top and blue jeans, her long, strawberry-blonde hair tied in a ponytail. The young part-Kryptonian mutant's sapphire eyes narrowed in deep thought, as she absently strummed her guitar…before smiling to herself, and jotting a few music notes down on her incomplete sheet music, adding the next few notes to her latest song.

Just then, Evan "Spyke" Daniels, a 17-year-old African-American youth with cru-cut-short bleached hair and dark eyes, walked into the living room, clad in his usual light-brown khaki pants and white sleeveless t-shirt. "Is the news on, yet, guys?" he asked.

Jean smiled. "No, Evan; you didn't miss anything."

Sitting in the chair to the left of Scott and Jean was 17-year-old Wanda "Scarlet Witch" Maximoff, the newest addition to both the Institute and the X-Men team. Wanda was clad in her usual black leather pants and dark red vest, her favourite Egyptian _ankh-_pendant around her throat. Her blue eyes were lightly narrowed as she read her latest book on Wicca, pausing to brush a strand of her mid-length, red-tipped raven hair out of her eyes; some time after she'd formally joined the Institute, she'd decided to let her hair grow out, a bit.

Scattered about the room were the rest of the Institute's students, the New Mutants. Bobby "Iceman" Drake, in his blue t-shirt and jeans, and Jubilation "Jubilee," Lee, clad in her usual light mauve t-shirt, violet slacks, and light-yellow sweater, had both just walked in from the kitchen after getting a couple of sodas. Sensing that the drinks weren't quite cold enough, the 15-year-old sandy-blond-haired youth quickly assumed his frozen-form, and exhaled over both sodas, chilling them, before returning to normal, earning a giggle from the 15-year-old pyrotechnic.

Sitting on the edge of the stairs, in her blue jeans and dark-rose short-sleeved blouse, was 17-year-old Tabitha "Boom-Boom" Smith, her CD player on her lap as she listened to her favourite tunes…seconds before she got up, walking over to where one of their instructors, the blue-furred, ape-like Dr. Hank "Beast" McCoy, in his usual black sweater and brown slacks, was playing chest with the silver-coloured Mark, A.K.A. "Android," who was currently clad in a white t-shirt and blue jeans. "How's it going, Hank?" the blonde pyrokinetic inquired.

Hank sighed. "Not quite so well." he answered, as he moved a rook to take Mark's queen. "Now, believe that should be..!"

Mark smiled…before moving a knight to take the queen. "_Checkmate._" Mark said, in his soft, electronic voice.

Hank sighed. "That's five out of five games; far from my usual proficiency."

"_Please note, Dr. McCoy, that it has taken me a progressively longer series of moves to achieve checkmate. You are improving._"

Hank chuckled. "True, but I'm still no match for your brute-force."

Tabitha blinked. "Come again?"

"_To solve new problems, computers utilize a process known as brute-force._" Mark explained. "_If a computer system does not inherently 'know' a given solution, it is programmed to try every __**possible**__ solution until it finds the best outcome, given the parameters. Given current Earth-based computing technology, as problems become more complex, with more possible solutions, brute-force becomes increasingly more time-consuming, but eventual success is a mathematical certainty._"

Hank chuckled. "Of course, with Mark's billions of nano-computers, calculating possible chess-moves is a cake-walk!"

Tabitha smiled. "Yeah, I guess so!"

By then, blond-orange-streaked-haired Ray "Berzerker" Crisp and Brazilian youth Roberto "Sunspot" DeCosta, both 15 and clad in shorts and sleeveless t-shirts, walked into the Institute, having finished their basketball game. Seconds later, they were followed by numerous copies of 12-year-old, brown-haired, hazel-eyed Jamie "Multiple" Madrox, in his usual grey t-shirt and brown slacks, with one copy holding a frizbee. As Jamie's copies all recombined back into one Jamie, a reddish-brown-furred wolf walked in after him…before it quickly shifted into 15-year-old Rahne "Wolfsbane" Sinclair, in her usual brown khaki pants and green tank-top, her light-red hair tied in two short pigtails. Seconds later, they were followed by 15-year-old Sam "Cannonball" Guthrie, in his usual black t-shirt, blue jeans, and blue vest; the three of them had been playing catch, a few minutes previous, since the weather had been nice.

Outside the Institute, Ororo "Storm" Munroe knelt by her garden as she finished planting her flower-bulbs for next spring, clad in her simple gardening trousers and a white t-shirt, her long, cloud-white hair – a sharp contrast to her chocolate skin – tied back by a bandana. A few feet to her right was 15-year-old Amara "Magma" Aquila, helping her by pulling the few remaining weeds. Amara's long, dark chestnut hair, matching her tawny complexion, was tied back in a ponytail, keeping it out of her brown eyes as she dug out the few stubborn weeds with a trowel, her gardening trousers and green t-shirt growing thicker with dust as she helped her instructor.

In the living room, standing to the side, a few feet away from the students, Logan, or "Wolverine," leaned casually against a nearby wall, calmly sipping a beer. The Canadian-born mutant was in his usual faded jeans and white t-shirt, watching the TV with his usual semi-indifference. "Hey, Chuck." he called out. "It should be on in a few."

Smiling to himself, Professor Charles Xavier, the Headmaster of the Institute, in his usual blacks slacks, black long-sleeved shirt and brown sweater, rolled his wheelchair into the living room. "This will certainly be a momentous occasion," the bald telepath mused, "wouldn't you agree, Raven?"

Walking into the living room after Charles, the Institute's newest instructor, the former S.H.I.E.L.D. informant Raven "Mystique" Darkholme nodded in slightly-disbelieving agreement. The azure-skinned, red-haired, amber-eyed metamorph was clad in black slacks and a black tank-top, accentuating her lean frame. "One year ago, if anyone had told me that mutants would have their own nation, let _alone_ that said country would be represented in the UN, I would have called them _insane._" Raven said.

Charles chuckled. "Yes, we've certainly come a fair way, these past few months."

"But not _too_ far." Logan said. "Just take a look at those 'F.O.H.' bastards."

Scott sighed, nodding glumly. "Yeah." he agreed; it was a harsh fact that, despite their best efforts, along with those of the League, mutants were still viewed with hatred by some people.

'_But not __**all**__ people._' Jean telepathically interjected through their link. '_A lot of people have started accepting our presence, Slim – just as many as those who hate us._' She smiled. '_Between us and the League, with any luck, we can change even __**more**__ people's minds._'

Scott smiled at that; over the past few months since the Justice League's inception, the X-Men had worked with them on numerous mutant-related crises. '_It's nice to know we're good for something._' he mentally quipped, earning a chuckle from Jean. Aloud, he added, "I hear we're expecting a few new students."

Jean nodded. "Yeah; I think they're coming later today." she answered. "Right, Professor?"

Charles nodded. "Yes, Jean; our new students will be arriving, later this afternoon." he said. "With any luck, Clark will have finished his daily patrols with the League and can join us in greeting them."

Lance grinned. "Yeah, they're probably gonna want to meet the 'Man of Tomorrow'."

Evan chuckled. "Gotta admit, that JJ guy coined a cool nickname for CK."

"Speaking of which, I was just saying that I hope Clark doesn't miss this." Kitty said, still a bit worried.

"Don't worry, Kitty." Ororo said, as she and Amara walked in, having caught the tail-end of the conversation. "I'm sure that Clark won't miss anything."

"Yeah!" Jamie agreed. "Clark and the League are probably just out catching a falling airplane, or something!"

Bobby chuckled. "Probably, squirt." he said.

Looking up from her book, Wanda smiled, and said, "Hey, Blondie, any news from the Boy Scout?"

Smiling back, Alison shook her head. "Sorry, guys; Clarkie's been incommunicado, all day."

Sam whistled. "They must be busy."

"Aye." Rahne agreed, in her Scottish lilt. "'Tis no small task, to monitor an entire planet for trouble."

"Isn't their new headquarters up-and-running, yet?" Jubilee asked.

"I'm not sure." Scott answered. "Last time I asked, they were just putting the finishing touches on it; it _might_ be…"

Amara looked confused. "Could they not have simply used Clark's Fortress?" the Nova Roman girl inquired.

Alison shook her head. "No, 'Mara; the League wanted their HQ to be in _neutral_ territory, to reflect their intention to help the _entire_ world, and the Fortress is _technically_ on Atlantis' turf." she explained. "They also didn't want to rely too much on Kryptonian technology, especially given what Clark said about Krypton's ancient law of non-interference." She smiled. "Clark and the League are trying to provide an _example._"

Suddenly, Alison's cell-phone started to ring, and she promptly answered it. "Hello?"

"_Hi, Ali._"

At the sound of her boyfriend's voice, Alison instantly smiled. "_Clarkie!_ Hi, baby!" she exclaimed. "How are you?"

Remy chuckled. "_Merde_, dat _homme_ got good ears." he quipped.

"_Oh, I'm fine, taushi._" Clark answered Alison. "_Mr. Jameson just has me covering the arrival of the new Genoshan ambassador here at the UN Building; I'm on my way there, now._"

Alison nodded; shortly after things had started to settle into _something_ resembling a routine, Clark had approached the owner of the _Daily Bugle_ newspaper, J. Jonah Jameson, asking to work part-time as a reporter with the paper, so that he could continue working in the field he had come to love, as well as gaining valuable experience for the dissertation he would likely have to write, this year. "That's great, _tausha._" Alison replied. "And what about your…other job?"

Clark chuckled. "_So far today, the League and I have had to extinguish a forest-fire in Brazil, break up an arms-deal in Northern Ireland, rescue an oil-tanker in distress in the Pacific, and intercept a drug shipment coming through Miami, as well as that potential nuclear meltdown in Iran, a few days ago._"

Alison laughed. "Sounds like you guys were busy!" she exclaimed.

"So, what have Clark and the League been up to?" Jamie inquired.

Alison smiled. "Oh…just a normal day."

Tabitha arched an eyebrow. "You _do_ realize that Big Blue's concept of a 'normal day' could make _most_ people run screaming from the room, right?"

At that, Clark chuckled on the phone. "_Oh, and in case Tabitha asks, 'normal' isn't something I'd use to describe my day!_"

Alison giggled. "No kidding!"

"_Anyway, taushi, how's your new song coming?_"

Alison smiled. "It's going fine, _tausha_; I was just putting the finishing touches on it." she replied. Her smile grew. "It may not be quite as big a hit as 'True Blue,' but I think it'll sound great!"

Clark chuckled. "_Taushi, any song from __**your**__ voice sounds great._"

Alison laughed. "_Flatterer!_"

"_Query: when will the Genoshan ambassador be arriving?_" Mark asked.

"He should be arriving at the airport fairly soon, Mark." Bobby answered.

"So, after you cover the Ambassador's arrival, do you have any plans?" Alison asked.

"_Well, I'll still have to do one more patrol to do with Wally and J'onn._" Clark answered. "_And, after that, we had a little surprise for you guys._"

Alison smiled. "Well, just don't forget that we're still expecting some new students today, baby; the Professor said that he'd like all of us to be there!"

"_Oh, I haven't forgotten, taushi; I'll be there, don't worry!_"

By then, the special news report had started, showing the image of an anchorwoman standing outside the UN Building, where a large crowd had gathered. "_This is Leanne Mitchell with Channel Six News, reporting live from the UN Building in New York, where the new UN Ambassador to the newly-formed nation of Genosha is scheduled to arrive within the hour!_"

"Hey, it's starting!" Roberto exclaimed.

"_Ever since its discovery – and rescue by Superman and the Justice League – the previously all-mutant nation of Genosha has undergone a rapid face-lift._" Leanne continued. "_Several weeks after the Sentinel Incident, the country officially opened its borders to non-mutants as well as mutants. Several weeks after __**that**__, the country held its first free elections, before petitioning for recognition by the UN…and now, their Ambassador is set to arrive from the airport within the hour!_"

Smiling, Alison said, "I guess you need to get to work, baby; I'd better let you go."

"_Okay, Ali; I'll talk to you, soon._" Clark answered. "_Hey, maybe after we meet the new students, we could…_" but he paused, his voice growing distant. "_Uh-oh._"

Alison knew _that_ phrase all too well. "What's wrong?" she asked, concerned.

"_No time to explain, taushi._" Clark answered. "_We've got trouble. I'll call back as soon as I can._"

"Okay." Alison replied. "Just be careful, okay, Clarkie?"

"_I will, Ali. Love you._"

"Love you, too." Alison answered softly, before the call ended.

As Alison switched off her cell-phone, Rahne looked concerned. "What's wrong?" she inquired.

"Clark must have heard something." Alison replied.

"Uh, boy." Ray groaned. "So, what's the problem?"

"He didn't say." Alison replied…before her half-Kryptonian hearing started picking up what Clark must have heard; a transmission on an Ultra-High Frequency channel, detailing…

Alison's eyes went wide. "_Oh, no…_"

XXXXXXXX

_New York City, New York_

The afternoon sun was shining over New York City as the limousine carrying the Genoshan Ambassador drove through the city, heading for the United Nations Headquarters, flanked by four escort vehicles. Inside the limo, the Ambassador – Gregory Michaels, a 28-year-old Caucasian mutant with the ability to alter the pigment of his skin – sat, reviewing the numerous important documents that he would need, before nervously smoothing out the wrinkles in his navy business suit.

It had been a bit difficult, petitioning the UN for representation in the General Assembly, but finally, all of their hard work had paid off. With any luck, this would help mutant/human relations around the world…

Suddenly, an explosion rocked the road ahead of them, nearly sending Greg tumbling from his seat, his entire skin turning white with surprise as the limo and the escort-cars screeched to a stop, before he heard the sounds of gunshots…

"Out of the car, mutie!!!"

At that shout, the door was pulled open, and Greg was dragged roughly out of the vehicle by black-clad men armed with automatic and semi-automatic weapons – although one was carrying a grenade-launcher, which had clearly been the explosion he'd heard…

…but all of them were wearing black armbands with the letters 'F.O.H.' written on them in white.

Greg's eyes widened; these were the Friends of Humanity, the notorious anti-mutant, human-supremacist group. Looking around, Greg suppressed a gulp as he saw that the security detail – who'd only been armed with light weapons – had been rounded up by two dozen of the soldiers.

As his comrades dragged Greg out of the car, the lead soldier simply sneered at him…before slamming the butt of his rifle across Greg's face, sending him sprawling, dazed. After hitting the pavement, Greg could vaguely feel them pick him up, and load him into a vehicle…and then…oblivion.

"Mr. Ambassador, sir! Are you alright?"

When Greg came to, he was sitting on the cold concrete floor of an old warehouse, along with the dozen guards that had been assigned to him, their wrists bound, with numerous armed guards around them, all wearing 'F.O.H.' armbands. "Ugh…yes, I'm okay." Greg answered. "Where are we?"

"Not sure, sir." one security guard answered.

Greg's eyes narrowed worriedly. "And it doesn't take a rocket scientist to figure out _why_, does it?" he asked rhetorically.

"Not bad, mutie."

Turning, Greg spotted the lead soldier, flanked by two more. "Take him." he said to his comrades; promptly, the two armed thugs walked over, roughly picking Greg up and dragging him to another part of the warehouse…where a web-camera had been set up.

"So," Greg inquired, "any particular reason why you guys haven't killed me, given your 'policies' on mutants?"

He was answered with a rifle-butt to his side. "Today, mutie, we're going to send a _message_ to your filthy kind, as well as any that side _with_ you." the leader snapped.

As Greg was tossed in front of the web-cam, the leader nodded to the soldier operating it, telling him to start broadcasting; Greg suppressed another gulp – he _knew_ this was going to be bad.

He was _right._

"People of planet Earth," the leader said into the camera, "we are the Friends of Humanity. Our mission is to protect the human race – the decent, hard-working men and women that have made our people great – from the unnatural _filth_ that currently infests our planet. We will not rest until every freak – mutant, alien, or otherwise – is purged from _our_ world."

His eyes narrowed. "However, despite our efforts against the mutant menace, there are those more complacent, less willing to take a stand against this threat; bleeding-heart liberals who have not only _allowed_ these muties to gain a foothold on our planet, but have actually given _recognition_ to this 'freak-state'!"

"Well, we intend to _correct_ that little mistake."

The leader turned, and aimed his revolver at Greg, whose eyes went wide. "Take a good look, muties of the world," he snarled, "because _this_ is _exactly_ what we plan to do to the _rest_ of you! _This_ is what we think of your 'freak-nation'! Your 'Ambassador' _dies_ today; without question, without compromise!"

Turning back to the camera, the leader continued, "As for the fate of the traitors who tried to protect the mutie, that depends on the bleeding-heart species-traitors; in exchange for the safe return of these men, the U.S. government is to release an equal number of our brave fighters – who were rounded up by either the U.S.-backed 'Avengers' or by the 'League' of that God-damned _alien_ – among them Dr. Bolivar Trask, the genius who developed our mighty defenders of humanity, the Sentinels. We will wait one hour; if the traitors do not comply by then…they will have condemned their lackeys to death."

The leader glared into the camera. "_Any_ attempt to circumvent us will mean the immediate execution of _every_ traitor we captured; their lives mean nothing to us – if you side with the enemy, as far as we're concerned, you're the same as _they_ are!" His eyes narrowed hatefully. "Do you _hear_ that, alien?! If you and your 'Justice League' try _anything_, every single one of them will be executed!"

With that, he turned to Greg, drawing his revolver and taking aim. "_For humanity!!_" he declared; as his finger tightened on the trigger, Greg closed his eyes…

…as he faintly heard a sonic-boom in the distance…

XXXXXXXX

_A few minutes earlier_

The skies over New York City's main sea-port were completely silent, the tranquility broken only by the intermittent _cawing_ of seagulls…

Suddenly, a red-and-blue blur _streaked_ across the sky, shaking the air as it passed by, causing the gulls to squawk in utter surprise, as the blur soared into New York City, heading for the old warehouse district…before it slowed to cruising speed…

…revealing a tall, powerfully built young man of 21, clad in a blue bodysuit, accentuating his muscular arms and legs, as well as his chiselled torso, with tight red shorts, red boots, a yellow belt, and a long, red cape, with the crest of a stylized 'S' emblazoned in red upon the chest of the suit, within a red-outlined yellow diamond. His sky-blue eyes were narrowed in determination, and his short, black hair was slick against his head, with only a few spiky tufts arcing down across his forehead, blown to the side as he soared across the city, his ultra-sensitive hearing tracking the live web-cast going out over the air-waves, now…

"Boy-Scout calling Javelin-1." Superman said into his earpiece, linked to his belt-buckle communicator. "I've got a fix on our perps; they're broadcasting from a warehouse on the west side."

"_We see them._" came Batman's voice over the air-waves. "_The Javelin's sensors show about two-dozen heat-signatures, with about another dozen under guard._"

"The hostages." Superman agreed, his eyes flashing electric-blue as he used his X-Ray vision, looking far ahead to see _through_ the warehouse walls. "I see them. Anything we need to be careful of?"

"_I've got about ten more in a nearby warehouse._" Batman replied. "_I'm also getting intermittent electromagnetic signals scattered around the holding area; they've littered explosives around the warehouse. They appear to have the same arming frequency…_"

"Meaning that one trigger could detonate them all."

"_Or disarm them._" Batman added. "_This type of signal looks like a remote-detonation rig; those few in the nearby warehouse could be a safeguard, in case something goes wrong. We could access it from the Javelin, but without the right code, we could just as easily set them off._"

Superman smiled wryly. "So, I guess you and J'onn will be having a little chat with those guys."

"_Wonder Woman and Flash are en route, Boy-Scout; if you three and the Pooch attack quickly enough, they'll be too disoriented to call for backup…_"

"…giving you more time to shut off those bombs." Superman finished. "We're on it, Black Knight."

"_Superman,_" came the calm voice of J'onn J'onzz, the Martian Manhunter, "_I've just gotten a telepathic fix on our perpetrators: they have an escape route planned, with several vehicles waiting near the docks, along with several guards._" J'onn paused. "_They also plan to detonate the bombs even if their demands are met…with the other hostages inside._"

Superman's eyes narrowed. "You copy that, Green Lantern?"

"_Loud and clear, Blue-Boy. Hawkgirl, Aquaman and I will block off their escape route._"

"Understood." Superman answered. "Okay, people, lives are at stake! Let's hit them hard and fast!" As he ended the transmission, he slowed his flight…allowing Krypto the Superdog – a sleek, white-furred dog with slightly floppy ears and a fairly bushy tail, with a high-tech collar around his throat, a red, nano-fiber cape extending back from the collar – to catch up with him, flying alongside his master. "You ready, boy?"

"_Arf!_" Krypto barked happily, always eager to help.

"Good to hear!" Superman said, smiling. His eyes narrowed as his eyes got a fix on the lead F.O.H. soldier…just about to shoot the Ambassador…

"Follow me, boy!" Superman instructed, as he accelerated to top speed, moving at Mach Five, soaring towards the warehouse, leaving a sonic boom in his wake…

The lead soldier's finger had just tightened on the trigger…the gun roaring as the bullet left the barrel, streaking towards the Ambassador…

Instantly, Superman burst through the warehouse's roof, darting in front of the Ambassador _just_ before the bullet hit him, causing the bullet to bounce harmlessly off his chest.

As the lead soldier's eyes went wide in surprise, Superman's eyes narrowed, before he fired an invisible eye-ray, superheating the revolver, causing the soldier to howl in pain, dropping the weapon.

Snarling in anger, the two soldiers flanking the leader started to draw their weapons…but their aim was wrecked as Krypto flew in after his master, tackling into one soldier and sending him sprawling, before growling in feral fury as he pounced on the other, biting his arm, forcing him to drop his weapon.

Hearing the commotion, a half-dozen light-armed F.O.H. soldiers emerged from further into the warehouse. Before they could open fire and endanger the Ambassador, Superman put himself between them and the Ambassador, before he deeply inhaled…and unleashed a blast of his gale-force breath, sending all six of them sprawling. Seconds later, another dozen emerged, following their comrades, armed to the teeth, ready to open fire…

Just then, another blur smashed through the roof of the warehouse, before stopping to hover above the assembled soldiers, revealing itself as a fairly tall, elegant-yet-athletically-built young woman, with long ebony hair, and bright blue eyes, clad in an armoured garment that looked like a hybrid of plate armour and a one-piece swimsuit, the upper half coloured bright red, with a golden-metal 'W' crest across her ample chest, with the lower half a dark blue, dotted with white stars, a golden metal strip encircling her waist, joining the two halves. A single-star-design, golden tiara encircled her forehead, with silver metal armlets around her wrists, and simple sandals upon her feet, with a shining golden lasso clipped to her waist.

Her eyes narrowing, Wonder Woman drew her lasso, gave it a quick spin, and threw it, snagging one soldier, before spinning him around and tossing him into the others, sending six of them sprawling. The remaining six took aim at her, and opened fire; with precision timing, Wonder Woman blocked each and every shot with her armlets…

…and then, their guns were suddenly gone, as a crimson streak darted in, zipping among them at inconceivable speed, snatching their weapons away before they could even blink, before coming to a stop…revealing a young man of around 20, of a lean, athletic frame, clad in a full red bodysuit, with a red cowl hiding the upper part of his face, with twin lightning-bolts on the sides of the cowl, and a lightning-bolt crest upon the suit's chest.

The Flash grinned. "Sorry I'm late." he quipped. "There was a fire over in British Columbia, a minute ago; couple firefighters needed evacuating!"

Superman chuckled. "Better late than never."

Touching down, Wonder Woman saw the remaining six starting to recover from the shock of being disarmed. "Our friends here do not seem to have gotten the message."

Superman's eyes narrowed. "Well, then," he said, "let's _explain_ it to them." With that, as the soldiers charged, he inhaled, and released a burst of absolute-zero-degree air from his lungs, aiming not at the soldiers, but at the floor just _ahead_ of them, freezing it solid.

As the soldiers blindly rushed at them, they blundered onto the ice, starting to slip and slide wildly, going from a paramilitary force to a bunch of goofballs in trouble.

With their foes momentarily disabled, the three heroes and canine companion moved in to finish the job. As Superman closed on one soldier, the soldier took a swing at him…and howled in agony as his fist smacked harmlessly against Superman's invulnerable frame, before falling to the ground, moaning in agony. Spotting another F.O.H. goon coming at him, Superman merely _flicked_ him in the chest with his finger…which was more than enough to send him flying, utterly dazed.

Taking advantage of Superman's attack, Flash darted towards the ice at high speed…and stopped running the _instant_ his feet hit the ice, letting his momentum carry him through, as he zipped towards one soldier, before slamming him with a punch…sending him sprawling into the path of the goon that Superman had sent flying, causing them to crash into each other. Reaching the other side, Flash turned and darted back onto the ice, sliding straight for the two soldiers as they were trying to get up, his momentum turning him into a bowling-ball as he tackled into them, knocking them out as he slid to the other side, not a hair out of place.

As one soldier came at her, Wonder Woman blocked his initial swing, countering with a punch of her own, sending him flying into another, knocking them _both_ down. As they started to get up, Wonder Woman drew her lasso and threw it, snagging them _both_, before pulling on the shining rope, yanking the two racist goons off of their feet and whirling them around, before giving her lasso the tiniest flick, causing it to release them, sending them flying to the side, landing hard, out cold, as the lasso-end floated lazily back into Wonder Woman's hand. Turning, she spotted one more soldier coming at her…but the soldier suddenly stopped dead in his tracks, howling in pain, before staggering away…revealing Krypto, holding the bitten-off seat of the soldier's pants in his mouth.

With the F.O.H. forces dispatched, Superman quickly moved to check on the Ambassador, helping him to his feet, easily snapping the plastic cord on his wrists. "Are you alright, Mr. Ambassador?"

"Ugh…yes, yes I'm fine." the Ambassador replied.

Flash whistled. "Well, you Genoshans really know how to throw a party!"

The Ambassador chuckled…before his eyes went wide. "My security detail is still being held nearby..!"

"We'll rescue them, Mr. Ambassador." Wonder Woman assured him. "You needn't worry…"

"_You God-damn freaks…_"

Turning, they all saw the lead soldier stagger to his feet next to the wrecked web-camera, holding his hand, burned from his gun. "We _told_ you to stay away!!" he roared, before taking out a hand-held detonator trigger. "Well, now you'll see _just_ how serious we _are!!!_"

And with that, before anyone could stop him, he thumbed down the trigger…

XXXXXXXX

_A few minutes earlier_

"I don't like this, man…"

In an abandoned warehouse a few blocks away from where the majority of their squad was holding the mutie ambassador, the ten F.O.H. soldiers on stand-by could do little but wait. "What's to understand, Frank?" the soldier in charge grumbled. "We're just supposed to wait here in case something goes wrong, simple as that."

"Hey, I _get_ that, chief." another soldier said. "It's just that…Sarge specifically _told_ those 'Justice League' freaks to stay away…and with that alien's hearing, that sorta thing's practically an engraved _invitation…_"

The first soldier smirked. "…and if they come, we blow 'em all to _hell._" he said. "If we're lucky, we'll take most of 'em down with us; if not, we'll still be sending a message to _all_ freaks – take down the big ones, and the fight goes out of the rest…"

Suddenly, the lights all went out, blanketing the entire warehouse in darkness.

"_What the..?!_" one soldier shouted.

"Everyone, _cool_ it!" the lead soldier snapped. "It's just a power-surge; this warehouse is just old, that's all…"

But he was cut off as an overhead light fell from the ceiling, crashing onto the head of one soldier, knocking him out.

"_Holy..!!_" Frank cried.

The leader scowled. "It was just an _accident_, Frank…"

"No _way_ was that an accident!!" Frank cried. "It's _Him!!_"

The leader sneered. "Who? The alien?"

"_No_…the _Bat!!_" Frank cried. "That lamp was aimed _right at us, chief!!_ The Bat's here, and he's _toyin' with us!!!_"

At that, every other soldier went silent. The leader snarled; he had to squash this _now._ "Alright, that's _enough!_" he snapped. "If there's _anything_ here, we'll take _care_ of it...!"

His bold words turned into a scream of horror as an unseen line pulled tight around his feet, yanking him off the floor and pulling him up towards the shadowed rafters, out of sight. Instantly, the remaining eight soldiers turned their weapons up towards the ceiling, ready for an attack from above.

For several agonizingly long seconds, there was silence…and then, a shadow dropped towards them at terrible speed, landing hard at their feet.

It was their leader.

As the eight now-terrified soldiers pondered this dark omen, it was only out of the corner of their eyes that they saw the demonic shadow drop, landing without so much as a sound…but as they saw him, they all _froze._

He was _tall_, all muscle, like some terrible hybrid of man and bat. His main body was grey, with a black bat-crest upon his chest, and a yellow belt – full of all _sorts_ of nasty gadgets – around his waist. His hands were black, ending in terrible claws, and his boots were black, with a pair of black wings folded around him like a cloak. His head was the most terrifying of all: completely black, with spiky bat-like ears at the top, with the only _trace_ of humanity being the human mouth and chin, jutting out like an _afterthought_…and his _eyes…_his eyes were a narrow, lidless, _soulless_ pair of dead white orbs, glaring at them with nothing but a hunger for _vengeance._

None of the soldiers _dared_ to make a move against this _demon…_for there was no doubt in their minds that he was _exactly_ that; he had come from _hell_…

…and he was going to take them back _with him..!!_

XXXXXXXX

Seeing the F.O.H. soldiers freeze up at the sight of him, Batman narrowed his eyes, serving to terrify them even _further_…before he threw a razor-sharp Batarang with deadly accuracy; the bat-shaped boomerang whirled through the air, striking three soldiers in a perfect arc, causing them to drop their weapons, before whirling back to his hand. Sparing not even a _second_, Batman closed on the nearest soldier, slamming him with a punch to his solar plexus, doubling him over, before following with a knee to his face, dropping him like a sack of potatoes.

Batman then rolled towards another soldier, automatically rising into a fighting stance; to the soldier, frightened and hindered by the darkness, it would have appeared that he had just vanished and reappeared right in front of him. Before the soldier could react, Batman slammed the side of his abdomen with a hammer-fist strike, followed by a low-sweep kick, shattering his knee. The soldier howled in agony, but Batman silenced him with an elbow-strike to the face, followed by a back-fist to his temple, knocking him out.

As the soldier fell, Batman turned, his honed senses having picked up the desperate cry of a third soldier rushing at him, nearly overcome with fright, swinging his rifle-butt at him. Batman easily leaned away from the strike, before blocking the follow-up strike and driving his fist into the man's armpit, striking a nerve cluster and rendering the arm useless. As the soldier dropped his weapon, Batman grabbed him by the collar and, exactly as he'd planned, _threw_ him towards a nearby wall.

As the soldier stumbled towards the wall, a muscular, green-skinned, semi-transparent arm phased itself _through_ the wall to grab the soldier by the collar and yank him into the wall, knocking him out…seconds before a very tall, powerfully built, green-skinned, red-eyed humanoid being clad in blue shorts, blue boots, blue cross-belts and a blue cape walked through the wall, before becoming fully solid.

The Martian Manhunter's red eyes narrowed as another soldier ran at him, not moving an inch, as he simply altered the density of his body, becoming harder than the hardest stone; the soldier's punch connected solidly on his face…before he howled in agony, staggering back. Snarling, the soldier drew his revolver, taking aim; the Manhunter simply gestured at his foe, his eyes glowing bright white…as the revolver's barrel jammed. Before the soldier could recover from the shock, the Manhunter telekinetically grabbed him and pulled forward, where he slammed him with a punch, sending him flying.

Seeing two more soldiers closing on Batman, the Manhunter's eyes glowed white as he extended his hands towards them, clenched his fists, and quickly crossed them; the two thugs were suddenly levitated off their feet…before they slammed into each other, knocking each other out. Turning towards his teammate, Batman fixed him with a mildly annoyed glare, before turning to the last soldier, closing on him; the soldier blindly swung at him, but Batman blocked his punch, whirling his arm into a lock and smashing his elbow, before jabbing his thumb into a nerve cluster to the right of his throat, instantly knocking him out. With the immediate threats neutralized, Batman turned to the one dispatched thug that was regaining consciousness; it was time for a little _chat._

As Frank staggered to his feet, his eyes widened in horror as he saw the Batman stalking towards him…and then, the Batman started to _change_; his hands turned into deadly, dripping _claws_, his eyes starting to glow a malevolent _red_, his mouth growing terrible _fangs…_

'_He __**is**__ a demon!!!_' Frank mentally wailed…not even noticing the white glow of the Manhunter's eyes.

In seconds, the Bat-monster had closed on him, grabbing him by the collar and lifting him off of his feet with unholy strength. "_Please, please, please don't hurt me!!!_" Frank bawled.

The Batman's demonic eyes narrowed. "_You weren't planning on sparing any of your prisoners!_" he snarled, in a ground-glass-on-sandpaper voice, growling like a wind from _hell_. "_Why should I spare YOU?!!_"

Frank's eyes widened in horror; the Batman _knew!!_ "_I'll do whatever you want!!_" Frank cried.

"_Your friends set up bombs around this area, set to go off with __**one**__ command!_" the Bat-monster roared. "_The disarming code has to be sent on a specific frequency; WHAT IS IT?!!_"

Frank gulped. "_I…I can't…_"

"_THEN WHAT USE ARE YOU TO ME?!!_"

"_It's 456 MHz!!_" Frank wailed. "It's just a standard disarming command; any standard transmitter can send it! Send the command on that frequency, and the bombs will go dead! _I SWEAR!!!_"

Snarling, the Bat-monster simply slammed Frank against the ground, knocking him into sweet oblivion…but that was fine with _him_; _anything_ to get away from the Batman.

His interrogation complete, Batman turned to the Manhunter. "You altered his perceptions."

"We needed him to be forthcoming." J'onn replied. "Since he was already terrified of you, I simply amplified his fears."

Batman's expression remained in its neutral semi-glare. "I could have handled those two."

J'onn chuckled. "I know." he said. His expression turned grave. "I will return to the Javelin, and broadcast the disarming signal."

Batman nodded. "I'll meet up with Superman, Wonder Woman, and Flash; follow us as soon as you can." With that, the two of them hurried off.

As he phased himself back through the walls, heading for the Javelin, J'onn's thoughts remained grave; he only hoped Aquaman, Green Lantern, and Hawkgirl were faring as well…

XXXXXXXX

As the six F.O.H. soldiers stood guard around their three minivans at the docks, the mood was a tense one. "Hey, guys?" one called out, glancing towards the water. "I think I saw something, down there…"

Another soldier just sneered. "_Again?_" he mocked. "_Jeez_, man, that's the second or third time, just now! Thought you said you hadn't hit up before we started this operation!"

"I _didn't_, man! Something's _down there!!_"

A third soldier just shrugged. "That's what Mr. Creed gets for lettin' _junkies_ join up." he muttered.

"Alright, can it, all of ya!" a fourth barked. "We've got to be on our toes for when the others give the order to pull out, 'cause as soon as they do, we're gonna light this place up..!"

Suddenly, the dock under their feet started to give way, collapsing into the water and taking one of their vehicles with it. Most of the six managed to scramble clear, but two were dunked into the sea.

"_Dammit!_" one soldier cursed. "Should've known better than to rendezvous here…"

The remaining four waited for their two comrades to surface…but they never did. "Hey, guys?" one called out. "You okay?

Only silence answered that call…seconds before the two soldiers were tossed right _out_ of the water, sent sailing through the air by an unknown force, to land hard, right in front of them. The impact of landing knocked one out, but the other managed to retain consciousness. "_I __**told**__ you something was down there..!_"

At that, _something_ leapt out of the water, landing in a graceful crouch upon the docks, before standing up…revealing itself to be a tall, well-built young man, with green eyes, mid-length sandy-blond hair, and a thin goatee beard, clad in green pants and an orange vest.

Seeing the semi-incredulous expressions of the F.O.H. thugs, Aquaman smirked. "Sorry; pool's _closed._"

Snarling, the soldiers started to draw their weapons as one charged at Aquaman, who blocked his punch, before grabbing him and _tossing_ him into three others, knocking him and and sending the other three sprawling. As the three goons started to get up, they were suddenly levitated into the air by a bright green energy-field, before they were slammed into the second van, knocking them out, as a tall, athletically built African-American man, with dark eyes glowing green, a bald head, and a thin beard framing his mouth, clad in a black bodysuit with shoulders trimmed in green, and the crest of a green lantern upon the chest, suspended in the air by the same green energy-field, emanating from the green ring upon his finger, floated into view.

With those three goons dispatched, Green Lantern turned his attention to the vehicle, before focusing, generating an energy-beam from his power-ring, which cleanly bisected the van, rendering it useless. Turning, he saw the first two goons, the ones Aquaman had dunked, recover and make a beeline for the third van, darting in and gunning the engine. Firing a beam from his ring, Green Lantern managed to blow out one of the van's tires as the van rounded a turn…but it wasn't enough to stop it. "_Hawkgirl! Intercept!_" Lantern called out.

As the last two soldiers drove off, they breathed a sigh of relief…which turned into a gasp of _horror_ as they saw a winged silhouette diving out of the sky towards them, which revealed itself to be a fairly tall young woman of elegant-yet-athletic frame, with fairly long, red hair under a hawk-like helmet, and fierce green eyes, clad in a yellow tank-top, tight green pants, and military-style black boots, brandishing a large, silver-metal mace, crackling with energy…with a pair of large, graceful, white-grey-feathered birds' wings extending from her shoulder-blades.

As she dove at the van, Hawkgirl's eyes narrowed, before she flared her wings, slowing her descent, readying her mace…and with a fearsome war-cry, she smashed the Nth Metal weapon into the vehicle's hood, utterly _demolishing_ the engine, bringing the van to a screeching halt. Touching down with avian grace, Hawkgirl readied herself as the last two thugs poured out of the van, drawing their weapons; flapping her wings, Hawkgirl flew _over_ the two thugs, landing behind them, and unleashing a sweeping strike with her wings, slamming them into the van, knocking them out.

With the last two soldiers dispatched, Hawkgirl let out a relieved sigh, as she twisted the handle of her mace, partially retracting it, causing its crackling energy to dissipate. Seeing her two teammates walk over, Hawkgirl smiled. "All clear."

Green Lantern smiled. "Nice work, everyone."

Aquaman chuckled. "Well, seeing as how we haven't blown up, I'm guessing Bats and J'onn were successful."

Hawkgirl nodded. "We'd better rendezvous with Superman and the others; they might need backup."

"Agreed." Green Lantern said. "Let's move." With that, the three of them hurried off, to rejoin their comrades.

XXXXXXXX

The lead soldier's eyes practically _glowed_ with hate as he thumbed down the detonator-trigger…

…and nothing happened.

Superman couldn't help but chuckle as he saw the utterly _comical_ expression on the soldier's face, as he thumbed down the trigger again, and _again_, but still with no result. "You didn't _really_ think we'd be dumb enough to come in here without a _plan_, did you?"

At that, the lead thug's expression twisted in hateful rage, before he rushed at Superman…who caught his fist effortlessly, giving his wrist the tiniest _flick_, sending the soldier toppling heels-over-head, to land flat on his back, out cold.

"Well, that takes care of _that._" Flash said.

"Not quite." Wonder Woman corrected. "We still have to rescue the Ambassador's security detail."

"Agreed." Superman said. "Mr. Ambassador, you'll have to come with us, but stay back; we'll handle this." With that, he, Wonder Woman, Flash, and Krypto all hurried further into the warehouse, followed by the Ambassador.

Within seconds, they had reached the holding area for the security detail; as they entered, the six soldiers keeping the detail under guard all brought their weapons to bear on them…seconds before the shadowy figure of Batman crashed through a window, landing on his feet and letting a Batarang fly, knocking the weapons out of two soldiers' hands. Before the soldiers could react, the Martian Manhunter phased through a wall, telekinetically yanking the guns away from the other four. Seconds later, another window shattered as Hawkgirl dove through it, landing on her feet, as Green Lantern levitated himself and Aquaman through the window, touching down next to Hawkgirl. The soldiers were surrounded.

"Give yourselves up." Superman ordered. "Your explosives have been neutralized, and your getaway has been cut off; you've got nowhere to go." At that revelation, the soldiers momentarily glowered at them…before their shoulders slumped in resignation.

With the crisis averted, Superman let himself exhale in relief…until his ultra-sensitive hearing picked up something. "_Behind us!!_"

At once, the entire Justice League turned, to see one lone F.O.H. soldier – a _kid_, no older than 16 – holding a knife to the Ambassador's throat, while aiming a mortar-launcher at the rest of them. "_Die_, freaks!!" the kid shouted, tears of pure hate and rage in his eyes. "_DIE!!!_" And with that, he fired.

The instant the kid's finger pulled the trigger, the League all moved at once: Green Lantern raised an energy-barrier to protect both the security detail and the surrendered soldiers from the blast, while simultaneously covering his teammates; the Manhunter tried to telekinetically pull the knife away from the kid, as Flash raced towards him to get the Ambassador's throat; Hawkgirl and Aquaman, shielded by Green Lantern, raced towards the kid, to tackle him once the Ambassador was clear, while Wonder Woman let her lasso fly to immobilize him; and Batman let a Batarang fly at the grenade, to knock it away, as Superman tried to get a fix on it with his eye-rays…but it was going to be _close..!_

_**BOOOOOOOOM!!!!**_

XXXXXXXX

_Author's Note:_

_And here it is, everyone: a little preview of my upcoming story: The Last Son, Book Three: Changes. Consider it my gift to all of you for your patience, especially for fans of Books One and Two, who have been so patient with me; I hope you all enjoy it!_

_That said, I plan to officially start Book Three very early in the new year; I'll probably just take a week or so off, to get fully charged to start. Don't worry; it won't be long, now!_

_On a side note, in case anyone was wondering, in Book Two, I know I didn't make it clear that J'onn had TK, but I've only just recently learned that, in "The Batman" series, he has telekinesis. Plus, when you think about it, it explains his flight; self-telekinesis. Just wanted to make that clear; thanks for understanding!_

_And finally, I want to wish you all, again, a happy holiday season! See you all in 2008! _


End file.
